CASH 2017 Proxy Statement

EXECUTIVE COMPENSATION Name Benefit Death or Disability (1) Change of Control (2) Termination without “cause” or for “good reason” (3) (4) (5) J. Tyler Haahr Cash severance (6) $3,611,500 $ 3,611,500 $3,611,500 Annual Performance Bonus (7) $ 571,752 $ 571,752 $ 571,752 Acceleration of Equity Awards (8) $1,714,059 $ 8,573,981 $1,714,059 Company payment of COBRA premiums (9) $ 33,111 $ 33,111 $ 33,111 Total: $5,930,422 $12,790,344 $5,930,422 Bradley C. Hanson Cash severance (6) $3,611,500 $ 3,611,500 $3,611,500 Annual Performance Bonus (7) $ 571,752 $ 571,752 $ 571,752 Acceleration of Equity Awards (8) $1,714,059 $ 8,573,981 $1,714,059 Company payment of COBRA premiums (9) $ 33,111 $ 33,111 $ 33,111 Total: $5,930,422 $12,790,344 $5,930,422 Glen W. Herrick Cash severance (6) $1,640,000 $ 1,640,000 $1,640,000 Annual Performance Bonus (7) $ 294,998 $ 294,998 $ 294,998 Acceleration of Equity Awards (8) $ 833,078 $ 4,949,078 $ 833,078 Company payment of COBRA premiums (9) $ 33,111 $ 33,111 $ 33,111 Total: $2,801,187 $ 6,917,187 $2,801,187 (1) Under the executive officer’s employment agreement, “disability” is defined as the executive officer becoming unable to perform the essential functions of the executive officer’s position, with or without reasonable accommodation, due to a mental or physical disability, for a consecutive period of 180 days or for an aggregate of 270 days in any 365-day period. (2) Under the executive officer’s employment agreement, the difference between a termination without cause, good reason, death or disability proximate to (discussed below) a change in control as compared to such a termination without a change in control, is that a termination under such circumstances proximate to a change in control would provide the executive officer with accelerated vesting of all equity awards (regardless of whether any performance conditions have been met). For purposes of these employment agreements, a termination would be “proximate to” a change in control if the termination of employment occurs within ninety (90) days prior to or within twenty-four (24) months following the consummation of a change of control. If any payments or benefits constitute “parachute payments” within the meaning of Code Section 280G that would be subject to the excise tax imposed under Code Section 4999, the executive officer’s employment agreement provides that, prior to making such payments, a calculation will be made comparing (x) the “net benefit” to the executive officer of the parachute payments after payment of the excise tax to (y) the net benefit to the executive officer if the parachute payments are limited to the extent necessary to avoid being subject to the excise tax. Only if the amount calculated under (x) above is less than the amount under (y) above will the parachute payments be reduced to the minimum extent necessary to ensure that no portion of the parachute Meta Financial Group, Inc. | 2017 Proxy Statement 37