Exhibit
10.9


 


MANAGEMENT
EMPLOYMENT AGREEMENT


 


THIS MANAGEMENT EMPLOYMENT AGREEMENT (this “Employment
Agreement”) is dated as of April 1, 2010 (the “Effective Date”)
by and between NETSPEND CORPORATION, a Delaware corporation (the “Company”)
and Anh Vazquez, 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 Executive Vice President, Direct Channel 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;


 


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; and


 


WHEREAS, the Executive previously executed and
remains subject to the provisions of that certain Mutual Non-Disclosure
Agreement (the “Non-Disclosure Agreement”) dated January 31, 2008,
by and between the Executive and the Company, the surviving terms of which are
incorporated 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 Executive Vice President,
Direct Channel, and the Executive accepts such employment and agrees to perform
such duties as the Company’s Chief Executive Officer or his or her designee may
assign from time to time. During the Term (as hereinafter defined), the
Executive shall report to the Company’s Chief Executive Officer or his or her
designee.


 


(b)                                      The Executive
agrees to devote her business time and energies to the business of the Company
and to perform her duties hereunder faithfully, diligently and to the best of
her 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
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 her
intention to terminate her 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 her 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.


 


(c)                                  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 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.


 


(d)                                 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.


 


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(e)                                  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.


 


(f)                                    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 her 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 her 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 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 her employment, (ii) the
Executive has violated this Employment Agreement or any other written agreement
with the Company or any Affiliate, in any material respect, and fails to cure
such violation within fourteen (14) calendar days after notice of such conduct,
(iii) the Executive has committed any act of fraud, theft or personal dishonesty
with respect to the Company or any Subsidiary or otherwise detrimental to the
Company or any Subsidiary, (iv) the Executive has, in the good faith
opinion of the Board, failed to perform her duties hereunder or has performed
such duties in a grossly negligent manner or with willful malfeasance,
(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.


 


(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


 


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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.


 


(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) or (ii) 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 Executive Vice President, Direct Channel, 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;
or (iii) 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. 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


 


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unreimbursed expenses incurred by the Executive through the Termination
Date in accordance with Section 3(d) 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 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: (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 her
participation and/or that of her 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 her 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 she 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.


 


(iii)                               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


 


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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 amount equal to 70% 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).


 


(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 her estate) to be eligible to receive the severance payments and
benefits provided for in Section 5(a)(ii) and, if applicable, (iii),
the Executive (or her estate or, in the event of the Executive’s legal
incapacity, her 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 “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 her 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


 


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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 Executive Vice President, Direct
Channel, 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), 6(g) and
6(h) 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) 6(g) and
6(h) 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(h) 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(h) 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 herself, to comply with the Restrictive Covenants.


 


(c)                                  Non-Compete. 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,
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; provided,
however, that the Executive may hold, directly or indirectly, solely as an
investment, not more than one percent (1%) of the outstanding securities of any
Person which is listed on any national securities exchange or regularly traded
in the over-the-counter market.


 


(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 her duties on behalf


 


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of the Company. Upon termination of employment the
Executive must return Confidential Information to the Company in accordance
with the provisions of Section 8(b) 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 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. During the Restricted Period, the Executive shall
not:


 


(i)                                     induce or attempt
to induce any employee of the Company or any Affiliate to leave the employ of
the Company or such Affiliate, or in any way intentionally interfere with the
relationship between the Company or any such Affiliate, on the one hand, and
any employee thereof, on the other hand; or


 


(ii)                                  solicit for
hire any person who was an employee of the Company or any Affiliate until six
(6) months after such individual’s employment relationship with the
Company or any Affiliate has been terminated.


 


(iii)                               hire any person
who was an employee of the Company or any Affiliate until six (6) months
after such individual’s employment relationship with the Company or any
Affiliate has been terminated.


 


(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 her 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 she was employed by
the Company (whether prior to or after the date hereof) to any customer or
account of the Company.


 


(h)                                 Exception. Notwithstanding
any provision set forth in Sections 6(c), 6(e)(ii) and (iii),
6(f) and 6(g) to the contrary, Section 6 of this Agreement
shall not preclude the Executive or any other person from accepting or lawfully
performing services as an employee or otherwise in the State of California.


 


(i)                                     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.


 


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(j)                                     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 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. Notwithstanding the
foregoing, this subsection (j) is subject to Appendix A hereto.


 


(k)                                  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(k)(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.


 


(l)                                     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 


 


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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.


 


(m)                               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.


 


(n)                                 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 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


 


10

















 


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


 


(b)                                 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


 


11

















 


limited to pagers, security access keys, and laptop computers, or that
is in the Executive’s possession, custody, or control.


 


(c)                                  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 by and between
the Company and the Executive dated as of April l 1, 2008 and the
Non-Disclosure Agreement. Neither the termination of the Executive’s employment
hereunder nor the expiration or termination of the Term or of this Employment
Agreement shall affect the enforceability of Section 6 hereof.


 


(d)                                 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.


 


(e)                                  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.


 


(f)                                    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.


 


(g)                                 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.


 


(h)                            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.


 


12

















 


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


 


(j)                                     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 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.


 


(k)                                  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.                                       Compliance With
Code Section 409A. 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:


 


(a)                                  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


 


13

















 


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 her 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 her 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
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.


 


(b)                                 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.


 


[Remainder
of page intentionally left blank]


 


14

















 


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/ Anh Vazquez

  
	
   

  	
  Anh Vazquez

  
	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  
				



 


15














 


Exhibit A


 


Form of
Release


 


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


 


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 April 1, 2010 (the “Employment
Agreement”), between the Company and Vazquez. Vazquez further acknowledges and
agrees that she is not entitled to any severance payment or benefits, pursuant
to the Employment Agreement or otherwise, unless she 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 Vazquez pursuant to clauses (ii) and, if
applicable, (iii) of Section 5(a) of the Employment Agreement,
Vazquez, on her own behalf and on behalf of her 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 Vazquez’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 stock option agreements], or (iv) rights of Releasor
under Section 5(a) of the Employment Agreement.


 

















 


4.             Vazquez acknowledges that she has been advised to
consult independent legal counsel before signing this Release, and hereby
represents that she 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 Vazquez may choose to voluntarily
execute this Release earlier). Vazquez further represents and warrants that she
has read this Release carefully, that she has discussed it or has had
reasonable opportunity to discuss it with her counsel, that she fully
understands its terms, and that she is signing it voluntarily and of her own
free will.


 


5.             Vazquez acknowledges that the consideration for this
Release is consideration to which she would not otherwise be entitled and is in
lieu of any rights or claims that she 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 Vazquez has executed it, provided that she has
not revoked it. At any time prior to that effective date, Vazquez may revoke
this Release by providing notice of revocation to the Board of Directors of the
Company. If Vazquez exercises her right to revoke this Release, any obligation
of the Company to pay her severance under the Employment Agreement shall
terminate.


 


7.             Vazquez agrees that she 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 Vazquez. 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 Vazquez. 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

















 


	
  /s/ Anh Vazquez

  	
   

  
	
  Anh Vazquez

  	
   

  



 


Dated:       This
5 day of May, 2010.


 


WITNESSES:


 


	
  /s/ Amy Lui

  	
   

  	
  Amy Lui

  
	
   

  	
   

  	
  Name

  
	
   

  	
   

  	
   

  
	
  /s/ Mercedes E. Navarro

  	
   

  	
  Mercedes E. Navarro

  
	
   

  	
   

  	
  Name

  



 


ACKNOWLEDGEMENT


 


	
  STATE OF California

  	
  )

  	
   

  
	
   

  	
  )

  	
  SS:

  	
   

  	
   

  
	
  COUNTY OF San Mateo

  	
  )

  	
   

  



 


On this 5th day of May, 2010, before me, the
undersigned officer, personally appeared Anh Vazquez, known to me (or
satisfactorily proven) to be the person whose name is subscribed to the within
instrument and acknowledged that she has executed the same for the purposes
therein contained and acknowledged the same to be her free act and deed.


 


In witness whereof, I have hereunto set my
hand.


 


	
   

  	
   

  
	
  /s/ Shruti Bhalla

  
	
  Notary Public

  
	
   

  
	
  My Commission Expires: 

  	
  June 18 2011

  
	
   

  	
   

  



 


3

















 


Appendix A


 


California Labor Code Section 2870. Application
of provision providing that employee shall assign or offer to assign rights in
invention to employer.


 


(a)           Any provision in an employment agreement which provides
that an employee shall assign, or offer to assign, any of her rights in an
invention to her employer shall not apply to an invention that the employee
developed entirely on her own time without using the employer’s equipment,
supplies, facilities, or trade secret information except for those inventions
that either:


 


(1)        Relate at the time of conception or
reduction to practice of the invention to the employer’s business, or actual or
demonstrably anticipated research or development of the employer; or


 


(2)        Result from any work performed by the
employee for her employer.


 


(b)           To the extent a provision in an employment agreement
purports to require an employee to assign an invention otherwise excluded from
being required to be assigned under subdivision (a), the provision is against
the public policy of this state and is unenforceable.