CASH 2017 Proxy Statement

EXECUTIVE COMPENSATION Stock Ownership Guidelines Our Chief Executive Officer, President and Chief Financial Officer are subject to stock ownership guidelines recently adopted by our Compensation Committee, to be effective January 1, 2018. For a discussion of such stock ownership guidelines, please see the above sub-section titled “Stock Ownership Guidelines” in the “Corporate Governance” section of this proxy statement. Potential Payments Upon Termination or Change in Control The following tables set forth the payments and benefits that would be received by Messrs. Haahr, Hanson and Herrick in the following scenarios (assuming such event occurred on September 30, 2017): (i) a termination of employment due to death or disability, (ii) an involuntary termination without cause or voluntary termination for good reason, or (iii) a termination without cause or good reason or due to death or disability proximate to a change-in-control of the Company (as discussed in Note 2 to the tables below). A voluntary termination without good reason or a termination for cause would not result in any payments or other benefits of the amounts described in the tables below. Although not detailed in the tables below, Ms. Thornsberry received a grant of 10,000 shares of restricted stock during fiscal year 2017. Under Ms. Thornsberry’s restricted stock agreement, upon a change in control or termination due to death, disability or retirement, any unvested shares would be accelerated and immediately vested. Based on $78.40, the closing price of the Company’s common stock on September 29, 2017, assuming one of these events occurred with respect to Ms. Thornsberry on September 30, 2017, the value of the acceleration of her restricted stock award would have been $784,000. Each NEO would be entitled to receive other payments and benefits upon termination of employment to which they were already entitled or vested in on such date, under any employment contract, plan or other arrangement of the Company, including amounts under the Company’s retirement programs, in accordance with their terms (the “non-severance benefits”), and such non-severance benefits are not detailed in this section. The payments described in this section with respect to each of Messrs. Haahr, Hanson and Herrick and Ms. Thorsberry would be over and above any non-severance benefits to which such NEO may be entitled. Pursuant to the terms of their respective employment agreements, each of Messrs. Haahr, Hanson and Herrick is subject to certain confidentiality obligations both during employment and following termination, and is subject to certain non-competition, non-solicitation (both employees and business relationships) and non-disparagement covenants during the term of employment and for a 24-month period following termination of employment. These employment agreements are also subject to certain bank regulatory requirements regarding the payment of compensation to such NEOs and provide for clawbacks of compensation paid to such NEOs under certain circumstances. 36 Meta Financial Group, Inc. | 2017 Proxy Statement