Exhibit
10.8


 


AMENDMENT
NO. 1 TO MANAGEMENT EMPLOYMENT AGREEMENT


 


The Management Employment Agreement (the “Employment
Agreement”), dated as of January 4, 2010 (the “Effective Date”),
by and between NETSPEND CORPORATION, a Delaware corporation (the “Company”)
and James DeVoglaer (the “Executive”), is hereby amended (this “Amendment”)
as of this 20 day of April, 2010, as follows:


 


RECITALS:


 


WHEREAS, the Company and
the Executive are parties to the Employment Agreement;


 


WHEREAS, the Executive
and the Company entered into that certain Employment and Confidentiality
Agreement, dated September 5, 2006 (“Confidentiality Agreement”), the
surviving terms of which are incorporated in the Employment Agreement; and


 


WHEREAS, the Company and
the Executive desire to amend the Employment Agreement as set forth below.


 


NOW, THEREFORE, in
consideration of the premises and the mutual promises made herein, the parties
agree as follows, effective as of the Effective Date:


 


1.             Section 2 of the Employment Agreement is hereby
amended and restated to read in its entirety as follows:


 


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 the Effective Date and ending on April 30,
2011. This Employment Agreement shall automatically renew for additional one (1) year
terms beginning on May 1,  2011 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.


 


2.             Section 5(a)(ii) of
the Employment Agreement is hereby amended and restated in its entirety as
follows:


 


(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, (A) 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) the pro rata portion of any bonus that would have been


 

















 


received by the Executive for the then-current
fiscal year (based upon the number of months elapsed in such fiscal year prior
to the Termination Date (including the month of the termination), calculated by
the Board in its sole discretion), payable when bonuses generally are paid to
executives of the Company pursuant to the terms of the Bonus Program (that is,
no later than 75 days following the applicable year-end), (C) 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, 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.


 


3.             Section 5(a)(iii) of the Employment
Agreement is hereby amended and restated in its entirety as follows:


 


If during the Term and in connection with or during
the twelve-month period following a Change in Control (as defined in the
Amended and Restated NetSpend Holdings, Inc. 2004 Stock Option Plan), the
Company terminates the Term pursuant to Section 4(d) hereof or
the Executive terminates the Term pursuant to Section 4(e) hereof,
then, in lieu of the payment set forth in Section 5(a)(ii)(B) above
(pro-rated bonus), the Company shall pay to the Executive an


 


2

















 


amount equal to 40% of the Base Salary, as in effect
on the Termination Date, payable in a lump sum within sixty (60) Business Days
following the Termination Date. If the Executive violates Section 6
hereof, then the Company shall have no obligation to make the payment set forth
under this Section 5(a)(iii).


 


4.             The first sentence of Section 8(c) of the
Employment Agreement is hereby amended and restated as follows:


 


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 by and between
the Company and the Executive dated as of July 18, 2006, the Management
Employment Agreement, dated as of September 7, 2006, by and among the
Executive, the Company and Holdings, and the Confidentiality Agreement.


 


5.               Except as herein amended,
the Employment Agreement shall remain in full force and effect and is ratified
in all respects.


 


6.               This Amendment may be
executed by the parties hereto in several counterparts, each of which shall be
deemed to be an original and all of which shall constitute together but one and
the same agreement.


 


IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed as of the date first above written.


 


	
   

  	
  NETSPEND CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel R. Henry

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ James DeVoglaer

  
	
   

  	
  Name:

  	
  James DeVoglaer

  
				



 


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