CASH 2017 Proxy Statement

PROPOSAL 4: AMENDMENT AND ADOPTION OF THE 2002 PLAN Performance-Based Compensation The objective performance criteria for performance awards granted under the 2002 Plan that are designed to qualify for the performance-based exception from the tax deductibility limitations of Section 162(m) and are to be based on one or more of the following measures: • earnings before any or all of interest, tax, depreciation or amortization (actual and adjusted and either in the aggregate or on a per-share basis); • earnings (either in the aggregate or on a per-share basis); • net income or loss (either in the aggregate or on a per-share basis); • operating profit; • cash flow (either in the aggregate or on a per-share basis); • free cash flow (either in the aggregate or on a per-share basis); • costs; • gross revenues; • reductions in expense levels; • operating and maintenance cost management and employee productivity; • share price or total stockholder return (including growth measures and total stockholder return or attainment by the shares of a specified value for a specified period of time); • net economic value; • economic value added; • aggregate product unit and pricing targets; • strategic business criteria, consisting of one or more objectives based on meeting specified revenue, market share, market penetration, geographic business expansion goals, asset quality, objectively identified project milestones, production volume levels, cost targets, and goals relating to acquisitions or divestitures; • achievement of objectives relating to diversity, employee turnover, regulatory compliance or other internal business items; • results of customer satisfaction surveys; and/or • debt ratings, debt leverage and debt service. Change in Control Unless provided otherwise in an award agreement, a participant’s outstanding awards will become vested, the relevant restrictions on outstanding awards will lapse and the relevant performance goals will be deemed to be met upon the occurrence of a change in control. Meta Financial Group, Inc. | 2017 Proxy Statement 49