Exhibit
10.32


 






***  Where this marking appears
throughout this Exhibit 10.32, information has been omitted pursuant to a
request for confidential treatment; a complete copy of this agreement has been
filed separately with the Securities and Exchange Commission.


 


MEMORANDUM OF UNDERSTANDING


(ACE BASIC CARD and ACE ELITE CARD)


 


THIS
MEMORANDUM OF UNDERSTANDING (this “MOU”) is entered into on September 9,
2010 (the “MOU Effective Date”), by and between ACE Cash Express, Inc.
(“ACE”) and NetSpend Corporation (“NetSpend”).  Reference is made to the Fourth Amended and
Restated Independent Agency Agreement, dated as of June 2, 2008 (the “Agency
Agreement”), by and between ACE and NetSpend.  Capitalized terms used herein and not
otherwise defined herein have the meanings ascribed to such terms in the Agency
Agreement.


 


This
MOU sets forth the parties’ understanding with respect to the basic terms and
conditions with respect to which ACE Basic Cards and ACE Elite Cards will be
offered (the “Offering”). 
For purposes of this MOU, “ACE Basic Cards” and “ACE Elite
Cards” are ACE/NetSpend Cards with the features set forth on Schedule 1
hereto (subject to paragraph 7 below).


 


NetSpend
and ACE have agreed on an initial plan with respect to the Offering as follows:


 


MATTERS
NOT RELATING SPECIFICALLY TO ACE ELITE CARDS


 


1.                                       Subject to
paragraph 2 below, NetSpend agrees that ***.


 


ACE
acknowledges and agrees that ***.


 


For
purposes of this Agreement:


 


(i)            an “Active ACE/NetSpend Card” as of a specified
date is an ACE/NetSpend Card that has had a PIN or signature-based purchase
transaction, a direct deposit load, a load transaction at a retailer location
or an ATM withdrawal within the previous *** months;


 


(ii)           an “Inactive ACE/NetSpend Card” as of a specified
date is an ACE/NetSpend Card that is not an Active ACE/NetSpend Card as of such
date; and


 


(iii)           an “Inactive Funded ACE/NetSpend Card” as of a
specified date is an Inactive ACE/NetSpend Card as of such date that has been
loaded at any time during its lifetime with funds in an aggregate amount of at
least $***.


 


2.                                       Notwithstanding
anything to the contrary contained herein, beginning July 31, 2010,
NetSpend will be entitled to market and promote overdraft to such holders of
ACE/NetSpend Cards as determined by NetSpend in its sole discretion.  NetSpend agrees to pay ACE fees with respect
to overdraft fees collected by NetSpend with respect to ACE/NetSpend Cards as
set forth in Schedule 2 hereto.


 

















 






*** Confidential Treatment Requested


 


In
the event that a holder of an Active ACE/NetSpend Card calls NetSpend to
inquire about and obtain access to the iAdvance line of credit product or any
other credit product offered by NetSpend, NetSpend will first promote the
overdraft feature of the ACE Elite Card to such holder.  If such holder continues to inquire about a
line of credit offered by NetSpend, NetSpend is permitted to market to such
holder a NetSpend card with the iAdvance line of credit feature or another
credit product offered by NetSpend or the Issuing Bank (a “Premier or
Successor Card”) without the consent of ACE.  Notwithstanding anything to the contrary
contained herein, in the event that ***.


 


3.                                       In the event
that (i) any applicable law, rule or regulation prohibits or
materially limits the Issuing Bank from sponsoring or NetSpend from supporting
the Overdraft Program (as hereinafter defined), or (ii) NetSpend or the
Issuing Bank is directed by any regulatory or judicial authority to cease or
materially limit the Overdraft Program, NetSpend may remove the overdraft feature
from the ACE Elite Card upon prior written notice to ACE.  In the event that (i) applicable law, rule or
regulation or (ii) any directive of any regulatory or judicial authority
doesn’t prohibit the Issuing Bank from sponsoring or NetSpend from supporting
the Overdraft Program, but NetSpend’s continued support of the Overdraft
Program in light of such law, rule, regulation or directive has an adverse
effect on NetSpend’s reasonable expectations with respect to the cost and/or
revenues of its card programs (e.g., decreases in interchange revenues),
NetSpend may modify the amount of the ACE Overdraft Fee, the effect of which on
ACE shall be proportionate to the effect of such law, rule, regulation or
directive on NetSpend, by providing ACE at least thirty (30) days prior written
notice of such modification (“Notice Period”).  During the Notice Period, NetSpend agrees to
meet in good faith with ACE to discuss the modification and the manner in which
it was calculated, including the calculated effect of such modification on ACE
and the calculated effect of such law, rule, regulation or directive on
NetSpend.   Continuation of the Elite
Offering and the fees payable to ACE in connection therewith are not contingent
on the continuation of the overdraft feature on ACE Elite Cards.  For purposes of this Agreement, the “Overdraft
Program” is the overdraft protection program sponsored by the Issuing Bank
with respect to which NetSpend serves as the program manager.


 


4.                                       Subject to
paragraphs 5 and 11 below, ACE will charge holders of NetSpend cards
(including, without limitation, ACE/NetSpend Cards) a fee for each Cash
Withdrawal at an ACE location that is equal to the fee charged for cash
withdrawals at ACE locations with respect to other prepaid debit cards, except that
any ACE/NetSpend Card issued on or prior to the date that the Elite Offering
becomes available in ACE locations will continue to be eligible for free Cash
Withdrawals on the same terms and conditions as such ACE/NetSpend Card was
eligible for free Cash Withdrawals as of the date such ACE/NetSpend Card was
issued.  For purposes of clarity, with
respect to any ACE/NetSpend Card issued on or prior to the date that the Elite
Offering becomes available in ACE locations, (i) any daily limit that was
in place with respect to Cash Withdrawals as of the 


 


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*** Confidential Treatment Requested


 


date such ACE/NetSpend Card was issued and (ii) any conditions to
free Cash Withdrawals in effect as of the date such ACE/NetSpend Card was
issued (such as enrollment in direct deposit, etc.), shall continue to
apply to Cash Withdrawals from such ACE/NetSpend Cards at ACE locations.


 


5.                                       At such times
as NetSpend may request, ACE shall offer holders of Premier Cards who meet the
same eligibility criteria as holders of ACE Elite Cards free Cash Withdrawals
at all ACE locations, subject to a daily limit of $150 per day (subject to
modification as agreed by the parties) (the “Premier Cash Withdrawal
Offering”).  NetSpend will pay ACE an
amount equal to ACE’s then-current direct costs (which is $*** per transaction
as of the date hereof) for each free Cash Withdrawal effected on a Premier
Card.  ACE will provide NetSpend with at
least thirty (30) days written notice of any change to ACE’s direct costs.


 


MATTERS
RELATING SPECIFICALLY TO ACE ELITE CARDS


 


6.                                       NetSpend agrees
to use commercially reasonable efforts to (i) allow eligible ACE Basic
Cards issued prior to *** to be upgraded to ACE Elite Card status (with a
monthly service fee of $***) by the holder thereof making a request to NetSpend
or an ACE location, and (ii) allow eligible ACE Basic Cards issued on or
after *** to be upgraded to ACE Elite Cards status (including a monthly service
fee of $***) upon such ACE Basic Card becoming eligible for upgrade, subject to
ACE’s cooperation with NetSpend with respect thereto (the “Elite Offering”).  ACE Basic Cards will become eligible for
upgrade to ACE Elite Card status in accordance with Schedule 1
hereto.  With respect to the upgrade of
any ACE/NetSpend Card, the employee effecting such upgrade will not be entitled
to an incentive under any Employee Incentive Program.


 


7.                                       Notwithstanding
anything to the contrary set forth in the Agency Agreement, (i) the
Monthly Subscription Fee with respect to ACE Elite Cards shall be as set forth
in Schedule 3 hereto and (ii) the Monthly Subscription Fee and
Annual Subscription Fee with respect to ACE Basic Cards shall be as set forth
in Schedule 3 to the Agency Agreement. 
To the extent that this paragraph 7 and Schedule 3 to the Agency
Agreement are inconsistent, this paragraph 7 shall prevail.


 


8.                                       As soon as is
reasonably practicable following the availability of the ACE Elite Card, ACE
will market the ACE Elite Card in each of its locations where it is currently
offering ACE/NetSpend Cards with marketing materials to be provided by
NetSpend.  ACE and NetSpend will use good
faith efforts to research the availability of brand names for the ACE Elite
Card and settle on the brand no later than July 30, 2010 (such mutually
agreed upon brand shall be referred to herein as the “Elite Brand”).


 


9.                                       ACE and
NetSpend agree to initiate customer winback programs such that an ACE Elite
Card will be direct mailed to holders of Inactive ACE/NetSpend Cards. 


 


3

















 






*** Confidential Treatment Requested


 


For example, of the approximately *** monthly holders of Inactive
ACE/NetSpend Cards per month, the parties will work to identify and prioritize
winback efforts for inactive direct deposit customers and non-direct deposit
customers with historical monthly loads in excess of $*** per month.  The costs of any such winback program,
including, without limitation, printing and embossing, carrier printing,
storage, shipping and postage, will be borne equally by the parties.  NetSpend will administer the winback
programs.  ACE and NetSpend additionally
agree to work together on acquisitions through alternative channels with
respect to the ACE Elite Card as agreed by the parties.  The costs of any such alternative acquisition
campaigns, including, without limitation, printing and embossing, carrier
printing, storage, shipping and postage, will be borne equally by the parties.


 


10.                                 NetSpend shall
not use the Elite Brand with respect to the skin design of any NetSpend card
other than ACE/NetSpend Cards.


 


11.                                 ACE may offer
ACE/NetSpend Cards with ACE Elite Card status free Cash Withdrawals at ACE
locations, subject to a daily limit of $150 per day (subject to modification as
agreed by the parties) (the “ACE Elite Cash Withdrawal Limit”), except
that any such ACE/NetSpend Card with ACE Elite Card status that (i) was
issued on or prior to the date that the Elite Offering becomes available in ACE
locations and (ii) was, as of the date such ACE/NetSpend Card issued,
(A) not subject to a daily limit or (B) subject to a daily limit that
was in excess of the ACE Elite Cash Withdrawal Limit, will continue to be
subject to such daily limit or continue to not be subject to a daily limit, as
applicable, rather than be subject to the ACE Elite Cash Withdrawal Limit.


 


12.                                 In the event
that NetSpend desires ***.  In the event
that ACE desires ***.  For purposes of
this Agreement, a “NetSpend-Branded Card” is a NetSpend card (or any
card of any subsidiary of NetSpend) that is marketed through NetSpend’s or such
subsidiary’s direct-to-consumer and/or online marketing programs and not
through a retail distributor or corporate employer.  For purposes of clarity, a NetSpend card
issued through a private label card program managed by NetSpend for a third
party will not constitute a “NetSpend-Branded Card” for purposes of this MOU.


 


13.                                 Following
NetSpend’s delivery to ACE of the range of bin numbers for NetSpend-Branded
Cards, ACE will not attempt to convert holders of NetSpend-Branded Cards to
ACE/NetSpend Cards.


 


14.                                 Promptly after
the execution of this MOU by the Parties, the Parties agree to make a joint
request to the American Arbitration Association to dismiss that certain
arbitration initiated by ACE on June 11, 2010 and to enter into a mutual
release of claims and counterclaims to the extent such claims and counterclaims
relate to or arise out of the subject matter thereof.


 


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*** Confidential Treatment Requested


 


15.                                 This MOU will
terminate upon the termination or expiration of the Agency Agreement.  The terms of the Agency Agreement shall
govern this MOU as well, including, without limitation, termination rights.  Notwithstanding the foregoing, to the extent
that the Agency Agreement and this MOU are inconsistent, this MOU shall
prevail.


 


This
MOU merely sets forth our understanding with respect to the Offering.


 


[SIGNATURE PAGE FOLLOWS]


 


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*** Confidential Treatment Requested


 


 


	
   

  	
  NETSPEND:

  
	
   

  	
   

  
	
   

  	
  NETSPEND
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Daniel R. Henry

  
	
   

  	
   

  	
  Daniel
  R. Henry

  
	
   

  	
   

  	
  Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
  ACE:

  
	
   

  	
   

  
	
   

  	
  ACE
  CASH EXPRESS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Allen Klose

  
	
   

  	
  Name:

  	
  Allen
  Klose

  
	
   

  	
  Title:

  	
  CMO

  



 

















 






*** Confidential Treatment Requested


 


Schedule 1


 


ACE
Basic Card


 


·                  The pricing and features of the ACE/NetSpend
Cards currently offered by ACE will remain as they currently exist, except
that:


·                  ACE and NetSpend will work
together to design and develop a new skin in accordance with Section 8 of
the Agency Agreement.


·                  Subject to the following
sentence, holders of the ACE Basic Card will receive a money-back guaranty so
that they will be refunded any application fees and monthly subscription fees
paid on terms mutually agreeable to ACE and NetSpend, provided that ACE will
solely fund the refund of any application fee. 
NetSpend consents to a ninety (90) day pilot of a money back guaranty on
monthly subscription fees in a defined market on such terms as agreed upon by
the parties. The parties will work in good faith to agree upon the details
surrounding the pilot.


 


ACE
Elite Card


 


·                  ACE/NetSpend Cards with ACE Elite Card status
will have the following features:


·                  The monthly service fee with
respect to ACE Elite Card status will initially be $***.


·                  The overdraft amount on ACE
Elite Cards will be capped at $*** (the “Overdraft Cap”).  ***  
NetSpend may modify the Overdraft Cap at anytime upon the request of the
Issuing Bank.


·                  ACE and NetSpend will work
together to design and develop a new skin in accordance with Section 8 of
the Agency Agreement.


·                  ***


·                  An ACE Basic Card will be
eligible for upgrade to ACE Elite Card status during any calendar month if
direct deposits totaling at least $*** have been made to such ACE Basic Card
during each of the *** immediately preceding calendar months, provided that
such ACE Basic Card will no longer be eligible for ACE Elite Card status if
during any calendar month direct deposits totaling at least $*** are not made
to such ACE Basic Card.  For purposes of
clarity, an ACE/NetSpend Card with ACE Elite Card status will no longer qualify
as an ACE Elite Card if during any calendar month direct deposits totaling at
least $*** are not made to such ACE/NetSpend Card.


·                  ACE Elite Cards will be not
be assessed a surcharge for any ATM transaction effected within any
surcharge-free ATM network that NetSpend participates in.  For purposes of clarity, the foregoing does
not apply to any fee assessed by NetSpend or the Issuing Banks with respect to
ATM transactions


 

















 






*** Confidential Treatment Requested


 


Schedule 2


 


Overdraft Fees


 


With
respect to each overdraft fee collected by NetSpend with respect to an
ACE/NetSpend Card during any calendar month that is not subsequently refunded
by NetSpend to the holder of such ACE/NetSpend Card, NetSpend shall pay to ACE
a fee (the “ACE Overdraft Fee”). 
The ACE Overdraft Fee shall be equal to ***% of all overdraft program
management fees paid to NetSpend by the Issuing Bank arising from overdraft fees
collected by NetSpend with respect to ACE/NetSpend Cards for such month.  For example, the current overdraft management
fee paid to NetSpend by the Issuing Bank is $*** per overdraft fee repaid by
the cardholder and, therefore, the ACE Overdraft Fee would be $***.


 

















 






*** Confidential Treatment Requested


 


Schedule 3


 


ACE Elite Monthly Subscription Fees


 


NetSpend
shall pay to ACE a fee with respect to each month (the “Monthly Subscription
Fee”) for each customer holding an ACE Elite Card that is enrolled in a
monthly service plan with respect to such ACE Elite Card for which NetSpend
collects a monthly fee (“ACE Elite Monthly Customer Subscription Fee”)
from the accountholder (a “ACE Elite Monthly Subscription Account”).  The Monthly Subscription Fee shall be payable
***.  The Monthly Subscription Fee with
respect to any month shall be equal to a percentage of all ACE Elite Monthly
Customer Subscription Fees collected by NetSpend for such month, such
percentage to be based on the Total Load Volume for such month as follows:


 


	
  Total Load Volume

  	
   

  	
  ACE Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  <$***

  	
   

  	
  ***

  	
  %

  
	
  >$***

  	
   

  	
  ***

  	
  %

  
	
  >$***

  	
   

  	
  ***

  	
  %

  
	
  >$***

  	
   

  	
  ***

  	
  %

  
	
  >$***

  	
   

  	
  ***

  	
  %