Exhibit 10.23


 


NetSpend Holdings, Inc. 2004 Stock Option Plan


Notice of Grant


 


	
  Name: 

  	
  Daniel Henry

  	
     Address:
  

  	
   

  



 


You have been granted an
option to purchase Common Stock
of the Company, subject to the terms and conditions of the Stock Option
Agreement attached hereto (the “Stock Option Agreement”) and the NetSpend
Holdings, Inc. 2004 Stock Option Plan (as amended from time to time, the “Plan”),
as follows:


 




	
  Date
  of Grant:

  	
   

  	
  March 11, 2008

  
	
   

  	
   

  	
   

  
	
  Vesting
  Measurement Date:

  	
   

  	
  February 5, 2008

  
	
   

  	
   

  	
   

  
	
  Option
  Price per Share:

  	
   

  	
  $3.53

  
	
   

  	
   

  	
   

  
	
  Total
  Number of Shares Granted:

  	
   

  	
  1,417,293

  
	
   

  	
   

  	
   

  
	
  Total
  Option Price:

  	
   

  	
  $5,003,044.29

  
	
   

  	
   

  	
   

  
	
  Type
  of Option:

  	
   

  	
  Incentive Stock Option /
  Nonqualified Stock Option

  
	
   

  	
   

  	
   

  
	
  Expiration
  Date:

  	
   

  	
  March 10, 2018

  






 


Capitalized terms not
defined herein shall have the meanings ascribed to such terms in the Plan or
the Stock Option Agreement.


 


Vesting Schedule:


 


This Option shall become
vested and may be exercised, in whole or in part, as follows:  25%
of the Option shall be vested and exercisable on each of the first four
anniversaries of the Vesting Measurement Date; subject to your continued
employment with the Company or an Affiliate through the applicable vesting
date.  Notwithstanding the foregoing:


 


(1) In the event of a
Change in Control (excluding any Change in Control that also constitutes an
Initial Public Offering (as defined below)), this Option shall be fully vested,
subject to your continued employment with the Company or an Affiliate through
the date of the Change in Control;


 


(2)  In the event of an
Initial Public Offering, the vesting schedule set forth above shall be
accelerated by one year (meaning that 25% of this Option shall be vested upon
the Initial Public Offering and the remaining installments shall be vested one
year earlier than the applicable anniversary date set forth above), provided,
that you remain employed with the Company or an Affiliate through the
applicable vesting date; and


 


(3) In the event of a
termination of your employment prior to an Initial Public Offering (A) by
the Company or an Affiliate without Cause or as a result of a Disability, (B) by
you for Good Reason, or (C) as a result of your death, 25% of the Option
(to the extent unvested immediately prior to the termination or death) shall be
vested.


 


For purposes of this Notice
of Grant, the Plan and the Stock Option Agreement:


 

















 


“Disability,” “Cause” and “Good
Reason” shall have the meanings set forth in the Employment Agreement by and
between NetSpend Corporation, the Company and you, dated as of February 5,
2008 (the “Employment Agreement”).


 


“Initial Public Offering”
means the first firm commitment underwritten public offering for shares of
Option Stock pursuant to an effective registration statement under the
Securities Act with aggregate gross proceeds of at least $40,000,000.


 


“Change in Control” shall
mean the first to occur of the following events:  (i) the consummation of a merger,
reorganization, consolidation or sale or other transfer of all or substantially
all of the assets of the Company or of at least 50.1% of the combined voting
power of the Company’s then outstanding voting securities (“Outstanding Voting
Securities”) (a “Corporate Transaction”), excluding, however, such a Corporate
Transaction pursuant to which all or substantially all of the persons who are
the beneficial owners of the Outstanding Voting Securities immediately prior to
such Corporate Transaction will beneficially own, directly or indirectly, more
than 50% of the Outstanding Voting Securities of the corporation or other
entity resulting from such Corporate Transaction; and (ii) approval by the
holders of a majority of the Outstanding Voting Securities of a liquidation or
dissolution of the Company.


 


Termination Period:


 


This Option (to the extent
vested) may be exercised for the period set forth in Section 4 of the
Stock Option Agreement which generally provides the following:  (1)  this Option may be exercised for 90
days after termination of employment, or for such longer period as may be
applicable upon death or Disability (as defined in the Plan), but in no event
later than the Expiration Date as provided above and (2) this Option may
not be exercised (A) after a termination of employment by the Company or
an Affiliate for Cause (as defined in the Plan), (B) after a breach of any
confidentiality, non-solicitation or non-competition agreement between you and
the Company or any of its Affiliates or (C) after you engage in any
Detrimental Activity.


 


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NetSpend Holdings, Inc.


2004 Stock Option Plan


 


Stock Option Agreement


 


This Stock Option Agreement
(this “Agreement”) is made as of the 11th day of March,
2008, between NetSpend Holdings, Inc., a Delaware corporation (the “Company”),
and Daniel Henry (the “Participant”, which term as used herein shall be deemed
to include any successor to the Participant by will or by the laws of descent
and distribution, unless the context shall otherwise require).


 


Pursuant to the Company’s
2004 Stock Option Plan (as amended from time to time, the “Plan”), the Company,
acting through the Committee, approved the issuance to the Participant,
effective as of the date set forth above, of a stock option to purchase the
number of shares (the “Shares”) of Common
Stock, $0.001 par value per share, of the Company (the “Option  Stock”), at the price (the “Option Price”),
each as set forth in the Notice of Grant attached hereto (the “Notice of Grant”),
upon the terms and conditions hereinafter set forth.  Capitalized terms not defined herein shall
have the meanings ascribed to such terms in the Plan or in the Notice of Grant.


 


NOW,
THEREFORE, in consideration of the mutual premises and
undertakings hereinafter set forth, the parties hereto agree as follows:


 


1.                                      Option; Option Price.


 


On behalf of the Company,
the Committee hereby grants to the Participant an option (the “Option”) to
purchase the number of shares of Option Stock of the Company set forth in the
Notice of Grant, at an exercise price per share equal to the Option Price set
forth in the Notice of Grant, subject to the terms and conditions of this
Agreement and the Plan (which is incorporated by reference herein and which in
all cases shall control in the event of any conflict with the terms,
definitions and provisions of this Agreement). 
If designated in the Notice of Grant as an “incentive stock option”, the
Option is intended to qualify for Federal income tax purposes as an “incentive
stock option” within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the “Code”).  A
copy of the Plan as in effect on the date hereof has been supplied to the
Participant, and the Participant hereby acknowledges receipt thereof.


 


2.                                      Term.


 


The term (the “Option Term”)
of the Option shall commence on the Date of Grant and shall expire on the
Expiration Date set forth in the Notice of Grant, unless such Option shall
theretofore have been terminated in accordance with the terms hereof or of the
Plan.


 


3.                                      Time of Exercise.


 


(a)                                  The Option
shall be vested and exercisable as set forth in the Notice of Grant.


 


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(b)                                 Anything
contained in this Agreement to the contrary notwithstanding, to the extent that
this Option is intended to be an “incentive stock option”, as set forth in the
Notice of Grant, the Option shall not be exercisable as an incentive stock
option, and shall be treated as a non-qualified stock option, to the extent
that the aggregate Fair Market Value (as determined in accordance with Section 6(b) of
the Plan) on the date hereof of all stock with respect to which incentive stock
options are exercisable for the first time by the Participant during any
calendar year (under the Plan and all other plans of the Company and its
Subsidiaries, if any) exceeds $100,000.


 


4.                                      Termination of Option.


 


(a)                                  The unexercised
portion of the Option shall automatically terminate and shall become null and
void and be of no further force or effect upon the first to occur of the
following:


 


(i)                                     the expiration
of the Option Term;


 


(ii)                                  the expiration
of ninety (90) days from the date of the Participant’s Termination of Service
(other than as a result of death, Disability or a Termination of Service by the
Company or an Affiliate for Cause); provided, however, that if
the Participant shall die during such ninety-day period, the time of
termination of the unexercised portion of the Option shall be one year from the
date of the Participant’s death;


 


(iii)                               the expiration
of one year from the date of the Participant’s Termination of Service if such
Termination of Service is a result of the Participant’s death or Disability;


 


(iv)                              immediately
upon the Participant’s Termination of Service if such Termination of Service is
by the Company or an Affiliate for Cause;


 


(v)                                 except to the
extent permitted by Section 7(c) of the Plan or Section 11, the
date on which the Option or any part thereof or right or privilege relating
thereto is transferred (otherwise than by will or by the laws of descent and
distribution), assigned, pledged, hypothecated, attached or otherwise disposed
of by the Participant; and


 


(vi)                              except as
otherwise permitted by the Committee, the date on which the Participant
breaches any confidentiality, non-competition or non-solicitation agreement
between the Participant and the Company or the date on which the Participant
engages in a Detrimental Activity.  For
purposes of this Agreement, a “Detrimental Activity” means (1) the
rendering of services for any organization or engaging directly or indirectly
in any business which is or becomes competitive with the Company, or which
organization or business, or the rendering of services to such organization or
business, is or becomes otherwise prejudicial to or in conflict with the
interests of the Company; (2) the disclosure to anyone outside the
Company, or the use in other than the Company’s business without the prior
written authorization from the Company, of any confidential information or
material; (3) any attempt to directly or indirectly induce any employee of
the Company (or any person who was an Employee or Consultant during the
six-month period preceding the Participant’s Termination of Service) to be
employed or perform services elsewhere; (4) any attempt directly or
indirectly to solicit the trade or 


 


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business
of any current or prospective customer (or entity that was a customer during
the six-month period preceding the Participant’s Termination of Service); or (5) any
other conduct or act determined to be injurious, detrimental or prejudicial to
any interest of the Company, in each case as determined by the Committee in its
sole discretion.  For purposes of this
clause (vi), the term “Company” means the Company and its Affiliates.


 


(b)                                 Anything
contained herein to the contrary notwithstanding, the Option shall not be
affected by any change of duties or position of the Participant (including a
transfer to or from the Company or any of its Affiliates), so long as the
Participant continues to be an Employee or a Consultant.


 


(c)                                  In the event of
the Participant’s Termination of Service, the Company shall have the right, but
not the obligation, to repurchase any and all Optioned Shares as set forth in
the Notice (defined in Section 5(a)) or in any stockholders, stock
restriction or similar agreement to which the Participant is a party, as
applicable.


 


5.                                      Procedure for Exercise.


 


(a)                                  The Option may
be exercised, from time to time, in whole or in part (but for the purchase of
whole shares only), by delivery of a written notice in the form attached as Exhibit A
hereto (the “Notice”) from the Participant to the Chief Financial Officer of
the Company, which Notice shall:


 


(i)                                     state that the
Participant elects to exercise the Option;


 


(ii)                                  state the
number of shares with respect to which the Option is being exercised (the “Optioned
Shares”);


 


(iii)                               state the
method of payment for the Optioned Shares pursuant to Section 5(b);


 


(iv)                              state the date
upon which the Participant desires to consummate the purchase of the Optioned
Shares (which date must be prior to the termination of such Option and no
sooner that 5 business days from the delivery of such Notice and no later than
30 calendar days from the delivery of such Notice, as may be appropriately
adjusted by the Committee in the event of a Change in Control);


 


(v)                                 if the Option
shall be exercised by any person other than the Participant, include evidence
to the satisfaction of the Committee of the right of such person to exercise
the Option pursuant to Section 11; and


 


(vi)                              include such
further provisions consistent with the Plan (including, without limitation, the
execution of a joinder (in the form attached hereto) to the Stockholders’
Agreement, dated as of May 7, 2004, by and among the Company and certain
security holders of the Company, as amended by Amendment No. 1 to the
Stockholders’ Agreement, dated as of April 25, 2005 (as amended and/or
restated from time to time, the “Stockholders Agreement”) and/or stock
restriction agreement or similar agreement) as the Committee may from time to
time require.


 


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(b)                                 Payment of the
Option Price for the Optioned Shares shall be made (i) in cash or by
personal or certified check payable to the Company, (ii) by delivery of
stock certificates (in negotiable form) representing shares of Option Stock
that have been owned of record by the Participant for more than six months on
the date of exercise and that have a Fair Market Value on the date of exercise
(determined in the manner set forth in Section 6(b) of the Plan as if
the date of exercise were the Date of Grant) equal to the aggregate Option
Price of the Optioned Shares, (iii) in compliance with any cashless
exercise program authorized by the Committee in its sole discretion; or (iv) a
combination of the methods set forth in the foregoing clauses (i), (ii) and
(iii).


 


(c)                                  The Company
shall issue (or cause to be issued) a stock certificate in the name of the
Participant (or such other person exercising the Option in accordance with the
provisions of Section 11) for the Optioned Shares as soon as reasonably
practicable after receipt of the Notice and payment of the aggregate Option
Price for such shares.  Such stock
certificate shall contain the legend set forth in Section 7 of the
Exercise Notice attached hereto as Exhibit A.


 


6.                                      Withholding.


 


The
Committee shall be entitled to require as a condition of delivery of shares of
Option Stock in connection with the exercise of an Option that the Participant
remit or, in appropriate cases, agree to remit when due, an amount sufficient
to satisfy all current or estimated future federal, state and local withholding
tax and employment tax requirements relating thereto.  The Committee may in its discretion permit
the minimum statutorily required withholding obligations be satisfied by having
the Company withhold a portion of the shares that would otherwise be issued to
the Participant upon exercise of an Option, if any.


 


7.                                      No Rights as a Stockholder.


 


The Participant shall not
have any privileges of a stockholder of the Company with respect to any
Optioned Shares until the date of issuance of a stock certificate pursuant to Section 5(c).


 


8.                                      Adjustments.


 


(a)                                  Changes in
Capital Structure.  Subject to Section 8(b),
if the Option Stock is changed by reason of a change in corporate
capitalization, such as a stock split, reverse stock split, stock dividend or
recapitalization, or converted into or exchanged for other securities as a
result of a merger, consolidation or reorganization, the Committee shall make
such adjustments as shall be equitable and appropriate in order to make any
outstanding Option, as nearly as may be practicable, equivalent to the portion
of the Option outstanding as of the effective date of such transaction.  Anything contained in the Plan or in this Agreement
to the contrary notwithstanding, in the case of ISOs, no adjustment under this Section 8(a) shall
be appropriate if such adjustment (i) would constitute a modification,
extension or renewal of such ISOs within the meaning of Sections 422 and 424 of
the Code, and the regulations promulgated by the Treasury Department
thereunder, or (ii) would, under Section 422 of the Code and the 


 


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regulations promulgated by
the Treasury Department thereunder, be considered the adoption of a new plan
requiring stockholder approval.


 


(b)                                 Change in
Control.  Notwithstanding any provision
of the Plan to the contrary, in the event of a Change in Control, the Committee
may make adjustments and/or settlements of the outstanding portion of the
Option as it deems appropriate and consistent with the Plan’s purposes,
including, without limitation, canceling the Option if the Option Price exceeds
the price paid for a share of Option Stock in connection with a Change in
Control; provided, however, that (1) in the event of any
inconsistency between the provisions of this subsection (b) and any
provision in the Notice of Grant regarding vesting upon a Change in Control,
the provisions in the Notice of Grant shall govern and (2) in the event of
the assumption of the Option by, or the substitution for such Option of a new
option covering the stock of, the surviving, successor or purchasing
corporation, or a parent or subsidiary thereof, with appropriate adjustments as
to the number, kind and option price of shares subject to such option, the
Committee shall, in the case of ISOs, to the extent not inconsistent with the
best interests of the Company or its Affiliates (such best interests to be
determined in good faith by the Committee in its sole discretion), use its best
efforts to ensure that any such assumption or substitution will not constitute
a modification, extension or renewal of the ISOs within the meaning of Section 424(h) of
the Code and the regulations promulgated by the Treasury Department thereunder.


 


(c)                                  Any adjustments
referred to in Section 8(a) or (b) shall be made by the
Committee in its sole discretion and shall be conclusive and binding on the
Participant.


 


9.                                      Additional Provisions Related to Exercise.


 


(a)                                  The Option
shall be exercisable only on such date or dates and during such period and for
such number of shares of Option Stock as are set forth in this Agreement.


 


(b)                                 To exercise the
Option, the Participant shall follow the procedures set forth in Section 5
hereof.  Upon the exercise of the Option
at a time when there is not in effect a registration statement under the
Securities Act of 1933, as amended (the “Securities Act”), relating to the
shares of Option Stock issuable upon exercise of the Option, the Committee in
its discretion may, as a condition to the exercise of the Option, require the
Participant (i) to make the representations set forth in Exhibit B
hereto and (ii) to make such other representations and warranties as are
deemed appropriate by counsel to the Company. 
No shares of Option Stock shall be issued and delivered upon the
exercise of the Option unless and until the Company and/or the Participant
shall have complied with all applicable Federal or state registration, listing
and/or qualification requirements and all other requirements of law or of any
regulatory agencies having jurisdiction.


 


10.                               No Evidence of Employment or Consulting Relationship.


 


Nothing
contained in the Plan or in this Agreement shall confer upon the Participant
any right with respect to the continuation of his or her employment by, or
service relationship with, the Company or any Affiliate or interfere in any way
with the right of the Company or any Affiliate (subject to the terms of any
separate agreement to the contrary), at any time to terminate 


 


5

















 


such employment or service
relationship or to increase or decrease the compensation of the Participant
from the rate in existence at the time of the grant of the Option.  For the avoidance of doubt, this Option shall
not guarantee employment for the length of all, or any portion of, the vesting
schedule set forth in the Notice of Grant.


 


11.                               Restriction on Transfer.


 


The
Option may not be transferred, pledged, assigned, hypothecated or otherwise
disposed of in any way by the Participant, except by will or by the laws of
descent and distribution, and may be exercised during the lifetime of the
Participant only by the Participant.  If
the Participant dies, the Option shall thereafter be exercisable, during the
period specified in Section 4(a)(iii), by the Participant’s executors or
administrators to the full extent to which the Option was exercisable by the
Participant at the time of the Participant’s death. The Option shall not be
subject to execution, attachment or similar process.  Any attempted assignment, transfer, pledge,
hypothecation or other disposition of the Option contrary to the provisions
hereof, and the levy of any execution, attachment or similar process upon the
Option, shall be null and void and without effect.


 


12.                               Lock-Up Period.


 


In
the event that the Company files a registration statement under the Securities
Act with respect to an underwritten public offering of any Option Stock, the
Participant shall be prohibited from effecting any public sale or distribution
of any Option Stock (other than as part of such underwritten public offering),
including, but not limited to, pursuant to Rule 144 or Rule 144A
under the Securities Act, during the “lock-up” period established by the
Committee, which lock-up period shall be no shorter than that required by the
underwriters of such public offering.


 


13.                               Disqualifying Dispositions.


 


If
Optioned Shares acquired by exercise of an ISO are disposed of within two years
following the date of this Agreement or one year following the issuance thereof
to the Participant (a “Disqualifying Disposition”), the Participant shall,
immediately prior to such Disqualifying Disposition, notify the Company in
writing of the date and terms of such Disqualifying Disposition and provide
such other information regarding the Disqualifying Disposition as the Company
may reasonably require.


 


14.                               Notices.


 


All
notices or other communications which are required or permitted hereunder shall
be in writing and sufficient if (i) personally delivered, (ii) sent
by nationally-recognized overnight courier or (iii) sent by registered or
certified mail, postage prepaid, addressed as follows:


 


if to the Participant, to
the address set forth on the Notice of Grant; and


 


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if to the Company, to:


 


NetSpend Holdings, Inc.


c/o NetSpend Corporation


Austin Centre


701 Brazos Street, 12th Floor


Austin, TX  78701


Attention:  Chief Financial Officer


 


or to such other address as
the party to whom notice is to be given may have furnished to each other party
in writing in accordance herewith.  Any
such communication shall be deemed to have been given (x) when delivered,
if personally delivered, (y) on the first Business Day (as hereinafter
defined) after dispatch, if sent by nationally-recognized overnight courier and
(z) on the third Business Day following the date on which the piece of
mail containing such communication is posted, if sent by mail.  As used herein, “Business Day” means a day
that is not a Saturday, Sunday or a day on which banking institutions in the
city to which the notice or communication is to be sent are not required to be
open.


 


15.                               Dividend Equivalent Rights.


 


In the event the Company
pays any cash dividends on Common Stock while any portion of this Option is unvested
and outstanding, the Participant shall be eligible to receive cash payments
equal in the aggregate to the total amount of cash dividends the Participant
would have received (but only with respect to the shares of Common Stock
underlying the outstanding, unvested and unexercised portion of the Option
on the “Record Date” (defined below)  and only to the extent that the
Option becomes vested) had the then outstanding portion of the Option been
exercised immediately prior to the record date (“Dividend Equivalents”).  Dividend Equivalents with respect to the
shares of Common Stock underlying the portion of the Option, if any, that vests
after the Record Date and prior to the dividend payment date shall be payable
within sixty (60) days following the date that the corresponding dividends are
paid to the Company’s stockholders. 
Dividend Equivalents with respect to the shares of Common Stock
underlying the unvested portion of the Option as of the dividend
payment date shall become vested on the date on which the underlying
portion of the Option vests (which, for clarification, requires the Participant’s
continued service through the applicable vesting date), and shall be paid (without
interest) within sixty (60) days after such Dividend Equivalents vest.   No Dividend Equivalents shall be paid with
respect to any portion of the Option that never vests.   Nothing herein shall require the Company to
set aside cash or other assets in respect of Dividend Equivalents prior to the
time the Dividend Equivalents become payable (if at all), and any right of the
Participant to be paid Dividend Equivalents shall be an unfunded, unsecured
promise of the Company to pay cash subject to the provisions of this Section 15.  For purposes of this Section 15, “Record
Date” means the date established by the Company for purposes of determining
those persons who are stockholders and who are therefore eligible to receive
the applicable cash dividends.


 


16.                               No Waiver.


 


No
waiver of any breach or condition of this Agreement shall be deemed to be a
waiver of any other or subsequent breach or condition, whether of like or
different nature.


 


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17.                               Participant Undertaking.


 


The
Participant hereby agrees to take whatever additional actions and execute
whatever additional documents the Company may in its reasonable judgment deem
necessary or advisable in order to carry out or effect one or more of the
obligations or restrictions imposed on the Participant pursuant to the express
provisions of this Agreement.


 


18.                               Successors and Assigns.


 


Except
as otherwise provided herein, this Agreement shall bind and inure to the
benefit of and be enforceable by the Participant and the Company and their
respective successors, assigns, heirs, representatives and estates, as the case
may be (including subsequent holders of Optioned Shares); provided, however,
that the rights and obligations of the Participant under this Agreement shall
not be assignable except in connection with a Permitted Transfer of Optioned
Shares hereunder (so long as the transferee agrees in writing in advance to
become bound by the terms and conditions hereof).


 


19.                               Modification of Rights.


 


The
rights of the Participant are subject to modification and termination in
certain events as provided in this Agreement and the Plan.


 


20.                               Governing Law.


 


(a)                                  This Agreement
shall be deemed to be a contract made under, and shall be construed in
accordance with, the laws of the State of Delaware, without giving effect to
conflict of laws principles thereof.


 


(b)                                 Each of the
parties hereto hereby irrevocably and unconditionally submits, for himself or
herself and his or her property, to the nonexclusive jurisdiction of any
Delaware State court or any federal court of the United States of America
sitting in the State of Delaware, and any appellate court from any thereof, in
any action or proceeding arising out of or relating to this Agreement or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in any such Delaware
State court or, to the extent permitted by law, in any such federal court.  Each of the parties hereto agrees that a
final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.


 


(c)                                  Each of the
parties hereto irrevocably and unconditionally waives, to the fullest extent
that he or she may legally and effectively do so, any objection that he or she
may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to the Agreement in any Delaware state or
federal court sitting in the State of Delaware. 
Each of the parties hereto irrevocably waives, to the fullest extent
permitted by law, the defense of an inconvenient forum to the maintenance of
such action or proceeding in any such court.


 


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21.                               Counterparts.


 


This
Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute one and
the same instrument.


 


22.                               Entire Agreement.


 


This
Agreement (including the Notice of Grant), the Plan and, upon execution, the
Stockholders Agreement, the Exercise Notice and the Investment Representation
Statement, constitute the entire agreement between the parties with respect to
the subject matter hereof, and supersede all previously written or oral
negotiations, commitments, representations and agreements with respect thereto.


 


23.                               WAIVER OF JURY TRIAL.  NO PARTY TO THIS 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 AGREEMENT. 
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.


 


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


 


	
   

  	
  NetSpend
  Holdings, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher T. Brown

  
	
   

  	
   

  	
  Name:
  Christopher T. Brown

  
	
   

  	
   

  	
  Title:
  General Counsel and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Participant

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Daniel R. Henry

  
	
   

  	
   

  	
  Name:
  Daniel R. Henry

  



 


Acknowledgment
and Agreement of Spouse


 


The undersigned spouse of
the Participant acknowledges that he/she has read this agreement and agrees to
be bound thereby to the extent that the Participant has executed such document.


 


 


	
   

  	
   

  
	
  Name:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



Declaration
of Unmarried Status


 


I,
                                        ,
the undersigned hereby declare that I am not married as of the date hereof.


 


 


	
   

  	
   

  
	
  Name:

  	
   

  



 














 


EXHIBIT A


 


NetSpend Holdings, Inc. 2004 Stock Option Plan


Exercise Notice


 


NetSpend Holdings, Inc.


c/o Netspend Corporation


Austin Centre


701 Brazos Street, 12th Floor


Austin, TX  78701


Attention:  Chief Financial Officer


 


	
  Date of
  Notice:  

  	
   

  	
   

  



 


1.                                       Exercise of
Option.  Effective as of
                                      ,
      , [Please
insert date that is at least 5 days from the Date of Notice and no later than
30 days from the Date of Notice], the undersigned (the “Participant”)
hereby elects to exercise the Participant’s option to purchase
                                
shares of the Common Stock (the “Shares”)
of NetSpend Holdings, Inc. (the “Company”) under and pursuant to the 2004
Stock Option Plan (the “Plan”) and the Stock Option Agreement, dated
                                      ,
200   (the “Stock Option Agreement”).


 


2.                                       Representations of the Participant.  The Participant acknowledges that the
Participant has received, read and understood the Plan and the Stock Option
Agreement and the Investment Representation Statement and agrees to abide by
and be bound by their terms and conditions.


 


3.                                       Rights as Stockholder.  Until the stock certificate evidencing such
Shares is issued (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), no right to
vote or receive dividends or any other rights as a stockholder shall exist with
respect to the Shares, notwithstanding the exercise of the Option.  The Company shall issue (or cause to be
issued) such stock certificate as soon as practicable after the Option is
exercised.  No adjustment will be made
for a dividend or other right for which the record date is prior to the date
the stock certificate is issued, except as provided in Section 10 of the
Plan.  For purposes of clarification,
nothing in this Section 3 shall impact the Participant’s rights pursuant
to Section 15 of the Option Agreement.


 


The Participant shall enjoy
rights as a stockholder until such time as the Participant disposes of the
Shares.  Upon such disposition, the
Participant shall have no further rights as a holder of the Shares so purchased
except the right to receive payment for the Shares so purchased in accordance
with the provisions of the Option Agreement, and the Participant shall
forthwith cause the certificate(s) evidencing the Shares so purchased to
be surrendered to the Company and/or its assignee(s) for transfer or
cancellation.


 


4.                                       Plan; Stockholders Agreement, Transfer Restrictions; Drag-Along.  Unless otherwise determined by the Committee,
any shares of Stock acquired pursuant to this Option 


 


A-1

















 


(including any Shares
acquired by way of stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or other
reorganization) shall be subject to the Option Agreement, the Stockholders
Agreement and the Plan including, without limitation, transfer restrictions and
the Company’s right to require the Participant to sell the Optioned Shares, and
otherwise cooperate in the event of an Approved Sale as set forth in the
Stockholders Agreement.


 


5.                                       Repurchase Right for Participants.


 


(a)                                  In the event of
the Participant’s Termination of Service, the Company shall have the right, but
not the obligation, to repurchase any and all Optioned Shares acquired by the
Participant (for cash or cancellation of purchase money indebtedness for the
Optioned Shares) within 185 days following the date of the Participant’s
Termination of Service.  In the event of
the Participant’s Termination of Service for any reason other than by the
Company for Cause, the per share purchase price for each Optioned Share shall
be the Fair Market Value of a share of Common
Stock on the date of such Termination of Service.  In the event of a Participant’s Termination
of Service for Cause, the purchase price shall be the lower of the exercise
price for such Optioned Share and the Fair Market Value of such Optioned Share
on the date of such Termination of Service. 
The Company’s repurchase right set forth in this Section 5(a) shall
lapse upon an Initial Public Offering.


 


(b)                                 In the event of
the Company’s exercise of its repurchase right, the Participant and his, her or
its successors or assigns shall (i) take all steps necessary and desirable
to obtain all required third-party, governmental and regulatory consents and
approvals with respect to the surrender and cancellation of the Optioned
Shares, (ii) deliver for cancellation the certificate(s) representing
the Option Shares for cancellation in person or by first class mail, registered
mail, certified first class mail or by reputable overnight courier service to
the address set forth in the Company’s notice to the Participant within 10 days
of receipt of such notice and (iii) take all other actions necessary and
desirable to facilitate consummation of the repurchase and the cancellation of
the Option Shares in a timely manner.  If
the Participant fails or refuses to take any action required by this Section 5,
the Company may note in its stock ledger and books and records the cancellation
of the Participant’s Optioned Shares which are subject to cancellation after
application of this Section 5.


 


6.                                       Tax Consultation.  The Participant understands that the
Participant may suffer adverse tax consequences as a result of the Participant’s
purchase or disposition of the Shares. 
The Participant represents that the Participant has consulted with any
tax consultants the Participant deems advisable in connection with the purchase
or disposition of the Shares and that the Participant is not relying on the
Company for any tax advice.


 


7.                                       Restrictive Legends and Stop-Transfer Orders.


 


(a)                                  Legends.  The Participant understands and agrees that
the Company shall cause the legends set forth below or legends substantially
equivalent thereto, to be placed upon any certificate(s) evidencing
ownership of the Shares together with any other legends that may be required by
state or federal securities laws at the time of the issuance of the Shares:


 


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THE SALE AND ISSUANCE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAW OF
ANY STATE OR OTHER JURISDICTION.  THESE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN
CONNECTION WITH, THE DISTRIBUTION THEREOF. 
THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED
UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE
SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH
APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE
IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, IN EITHER CASE, SATISFACTORY
TO THE CORPORATION, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH
OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES
LAW OF ANY STATE OR OTHER JURISDICTION.


 


TRANSFER OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN AN
AWARD AGREEMENT BETWEEN THE ISSUER AND A PARTICIPANT IN THE ISSUER’S 2004 STOCK
OPTION PLAN.  NO TRANSFER OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE UNTIL
SUCH CONDITIONS HAVE BEEN FULFILLED. 
SUCH AGREEMENTS MAY BE INSPECTED AT THE PRINCIPAL EXECUTIVE OFFICES
OF THE ISSUER.


 


(b)                                 Stop-Transfer
Notices.  The Participant agrees that,
in order to ensure compliance with the restrictions referred to herein, the
Company may issue appropriate “stop transfer” instructions to its transfer
agent, if any, and that, if the Company transfers its own securities, it may
make appropriate notations to the same effect in its own records.


 


(c)                                  Refusal to
Transfer.  The Company
shall not be required (i) to transfer on its books any Shares that have
been sold or otherwise transferred in violation of any of the provisions of
this Agreement or (ii) to treat as owner of such Shares or to accord the
right to vote or pay dividends to any purchaser or other transferee to whom
such Shares shall have been so transferred.


 


8.                                       Successors and Assigns.  The Company may assign any of its rights
under this Agreement to single or multiple assignees (who may be stockholders,
officers, directors, employees or consultants of the Company), and this
Agreement shall inure to the benefit of the successors and assigns of the
Company.  Subject to the restrictions on
transfer herein set forth, this Agreement shall be binding upon the Participant
and his or her heirs, executors, administrators, successors and assigns.


 


9.                                       Interpretation.  Any
dispute regarding the interpretations of this Agreement shall be submitted by
the Participant or by the Company forthwith to the Committee, which shall 


 


A-3

















 


review such dispute at its
next regular meeting.  The resolution of
such a dispute by the Committee shall be final and binding on the Company and
on the Participant.


 


10.                                 Governing Laws; Severability.


 


(a)                                  This Agreement
shall be deemed to be a contract made under, and shall be construed in
accordance with, the laws of the State of Delaware, without giving effect to
conflict of laws principles thereof.


 


(b)                                 Each of the
parties hereto hereby irrevocably and unconditionally submits, for himself or
herself and his or her property, to the nonexclusive jurisdiction of any
Delaware State court or any federal court of the United States of America
sitting in the State of Delaware, and any appellate court from any thereof, in
any action or proceeding arising out of or relating to this Agreement or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in any such Delaware
State court or, to the extent permitted by law, in any such federal court.  Each of the parties hereto agrees that a
final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.


 


(c)                                  Each of the
parties hereto irrevocably and unconditionally waives, to the fullest extent
that he or she may legally and effectively do so, any objection that he or she
may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to the Agreement in any Delaware state or
federal court sitting in the State of Delaware. 
Each of the parties hereto irrevocably waives, to the fullest extent
permitted by law, the defense of an inconvenient forum to the maintenance of
such action or proceeding in any such court.


 


11.                                 Specific Performance.  The right and remedy to seek from any court
of competent jurisdiction specific performance of the transfer restrictions set
forth or referenced herein or injunctive relief against any act which would
violate Section 4 hereof, it being acknowledged and agreed that any such
breach or threatened breach will cause irreparable injury to the Company and
that money damages will not provide an adequate remedy to the Company.


 


12.                                 Notices.  Any notice
required or permitted hereunder shall be given in writing and shall be deemed
effectively given if given in the manner specified in the Stock Option
Agreement.


 


13.                                 Further Instruments.  The parties agree to execute such further
instruments and to take such further action as may be reasonably necessary to
carry out the purposes and intent of this Agreement.


 


14.                                 Delivery of Payment.  The Participant herewith delivers to the
Company the full Option Price for the Shares.


 


15.                                 Definitions. 
Capitalized terms not defined herein shall have the meaning set forth in
the Plan.


 


A-4

















 


16.                                 Entire Agreement.  The Plan, the Notice of Grant, the Stock
Option Agreement, the Stockholders Agreement, and the Investment Representation
Statement (if applicable) are incorporated herein by reference.  This Agreement, the Plan, the Notice of
Grant, the Stock Option Agreement and the Investment Representation Statement
(if applicable) constitute the entire agreement of the parties and supersede in
their entirety all prior undertakings and agreements of the Company and the
Participant with respect to the subject matter hereof.


 


17.                                 WAIVER OF JURY TRIAL.  NO PARTY TO THIS 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 AGREEMENT. 
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.


 


[Signature
Page Follows]


 


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  Submitted by:

  
	
   

  	
   

  
	
   

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Signature)

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


Acknowledgment
and Agreement of Spouse


 


The undersigned spouse of
the Participant acknowledges that he/she has read this agreement and agrees to
be bound thereby to the extent that the Participant has executed such document.


 


 


	
   

  	
   

  
	
  Name:

  	
   

  



 


 


Declaration
of Unmarried Status


 


I,
                                        ,
the undersigned hereby declare that I am not married as of the date hereof.


 


 


	
   

  	
   

  
	
  Name:

  	
   

  



 


 


	
  Accepted by:

  
	
   

  
	
  NetSpend
  Holdings, Inc.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


A-6

















 


EXHIBIT B


 


INVESTMENT REPRESENTATION STATEMENT


 




	
  PARTICIPANT

  	
    :

  	
   

  
	
   

  	
   

  	
   

  
	
  COMPANY

  	
    :

  	
  NetSpend
  Holdings, Inc.

  
	
   

  	
   

  	
   

  
	
  SECURITY

  	
    :

  	
   

  
	
   

  	
   

  	
   

  
	
  AMOUNT

  	
    :

  	
   

  
	
   

  	
   

  	
   

  
	
  DATE

  	
    :

  	
   

  






 


In connection with the
purchase of the above-listed Securities, the undersigned Participant represents
to the Company the following:


 


The
Participant is aware of the Company’s business affairs and financial condition
and has acquired sufficient information about the Company to reach an informed
and knowledgeable decision to acquire the Securities.  The Participant is acquiring these Securities
for investment for the Participant’s own account only and not with a view to,
or for resale in connection with, a “distribution” thereof within the meaning
of the Securities Act.


 


The
Participant acknowledges and understands that the Securities constitute “restricted
securities” under the Securities Act and have not been registered under the
Securities Act in reliance upon a specific exemption therefrom, which exemption
depends upon, among other things, the bona fide nature of the Participant’s
investment intent as expressed herein. 
In this connection, the Participant understands that, in the view of the
Securities and Exchange Commission, the statutory basis for such exemption may
be unavailable if the Participant’s representation was predicated solely upon a
present intention to hold these Securities for the minimum capital gains period
specified under tax statutes, for a deferred sale, for or until an increase or
decrease in the market price of the Securities, or for a period of one year or
any other fixed period in the future. 
The Participant further understands that the Securities must be held
indefinitely unless they are subsequently registered under the Securities Act
or an exemption from such registration is available.  The Participant further acknowledges and
understands that the Company is under no obligation to register the
Securities.  The Participant understands
that the certificate evidencing the Securities will be imprinted with a legend
which prohibits the transfer of the Securities unless they are registered or
such registration is not required in the opinion of counsel satisfactory to the
Company and other legends required under the applicable state or federal
securities laws.


 


The
Participant is familiar with the provisions of Rule 701 and Rule 144,
each promulgated under the Securities Act, which, in substance, permit limited
public resale of “restricted securities” acquired, directly or indirectly from
the issuer thereof, in a non-public offering subject to the satisfaction of
certain conditions.  Rule 701
provides that if the issuer qualifies under Rule 701 at the time of the
grant of the Option to the Participant, the exercise will be exempt from
registration under the Securities Act.


 

















 


In the event that the
Company does not become subject to the requirements of Section 13 or 15(d) of
the Exchange Act, then the Securities may be resold in certain limited
circumstances subject to the provisions of Rule 144, which requires the
resale to occur not less than one year after the later of the date the
Securities were sold by the Company or the date the Securities were sold by an
affiliate of the Company, within the meaning of Rule 144; and, in the case
of acquisition of the Securities by an affiliate only, the satisfaction of the
following conditions: (1) the resale being made through a broker in an
unsolicited “broker’s transaction,” in transactions directly with a market
maker (as said term is defined under the Exchange Act) or in “riskless
principal transactions” (as said term is defined in the Note to Rule 144(f)(1));
(2) the amount of Securities being sold during any three month period not
exceeding the limitations specified in Rule 144(e); (3) the
availability of certain public information about the Company; and (4) the
timely filing of a Form 144, if applicable.


 


In
the event the Company becomes subject to the reporting requirements of Section 13
or 15(d) of the Exchange Act, then ninety (90) days thereafter (or such
longer period as any market stand-off agreement may require), Securities exempt
under Rule 701 may be resold by non-affiliates in reliance on Rule 144,
without compliance with any of the conditions set forth in Rule 144, and
Securities exempt under Rule 701 may be resold by affiliates in reliance
on Rule 144, subject to the satisfaction of the conditions set forth in
the clauses (1) through (4) immediately above and without compliance
with any specified holding period requirement.


 


The
Participant further understands that in the event all of the applicable
requirements of Rule 701 or Rule 144 are not satisfied, registration
under the Securities Act, compliance with Regulation A under the Securities
Act, or some other registration exemption will be required; and that,
notwithstanding the fact that Rules 144 and 701 are not exclusive, the
Staff of the Securities and Exchange Commission has expressed its opinion that
a person proposing to sell private placement securities other than in a
registered offering and otherwise than pursuant to Rules 144 or 701 will
have a substantial burden of proof in establishing that an exemption from
registration is available for such offers or sales, and that such persons and
their respective brokers who participate in such transactions do so at their
own risk.  The Participant understand
that no assurances can be given that any such other registration exemption will
be available in such event.


 


The Participant further
represents and warrants that it comes within the category or categories marked
below, and that for any category marked, it can truthfully set forth the
factual basis or reason the investor comes within that category.  The undersigned agrees to furnish any
additional information which the Company deems necessary in order to verify the
answers set forth below.


 


o                                    (a)                                  The Participant
is an individual (not a partnership, corporation, etc.) whose individual
net worth, or joint net worth with his or her spouse, presently exceeds
US$1,000,000.


 


Explanation:  In calculating net worth you may include
equity in personal property and real estate, including your principal
residence, cash, short-term investments, stock and securities.  Equity in personal property and real estate 


 

















 


should be based on the
appraised fair market value of such property less debt secured by such
property.


 


o                                    (b)                                 The Participant
is an individual (not a partnership, corporation, etc.) who had an income
in excess of US$200,000 in each of the two most recent years, or joint income
with his or her spouse in excess of US$300,000 in each of those years (in each
case including foreign income, tax exempt income and full amount of capital
gains and losses but excluding any income of other family members and any
unrealized capital appreciation) and has a reasonable expectation of reaching
the same income level in the current year.


 


o                                    (c)                                  The Participant
is a director or executive officer of the Company.


 


o                                    (d)                                 The Participant
is a non-profit organization within the meaning of Section 501(c)(3) of
the Internal Revenue Code, corporation, business trust, partnership or limited
liability company, in each case not formed for the specific purpose of
acquiring the Securities and with total assets in excess of US$5,000,000.  If so, please describe entity:


 


o                                    (e)                                  The Participant
is a trust with total assets in excess of US$5,000,000, not formed for the
specific purpose of acquiring the Securities, where the purchase is directed by
a “sophisticated person” as defined in Rule 506(b)(2)(ii) of
Regulation D under the Securities Act.


 


o                                    (f)                                    The Participant
is a revocable grantor trust in which each of the grantors is an individual who
(i) has a net worth, either alone or with his or her spouse, of more than
$1,000,000 or (ii) had income in excess of $200,000 during each of the
previous two years and reasonably expects to have income in excess of $200,000
during the current year, or joint income with his or her spouse in excess of
$300,000 during each of the previous two years and reasonably expects to have
joint income in excess of $300,000 during the current year.


 


o                                    (g)                                 The Participant
is an entity (other than a trust) all the equity owners of which are “accredited
investors” within one or more of the above categories.  If so, please describe entity:  (If relying upon this
category alone, each equity owner must complete a separate copy of this
questionnaire.)


 


o                                    (h)                                 The Participant
is not within any of the categories above and is therefore a non-accredited
investor.


 


 


	
   

  	
  Signature of Participant:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
                                                 

  	
  ,