CASH 2017 Proxy Statement

PROPOSAL 4: AMENDMENT AND ADOPTION OF THE 2002 PLAN Section 280G of the Code . Under certain circumstances, accelerated vesting, exercise or payment of awards under the 2002 Plan in connection with a “change in control” of the Company might be deemed an “excess parachute payment” for purposes of the golden parachute payment provisions of Section 280G of the Code. To the extent that it is so considered, the participant holding the award would be subject to an excise tax equal to 20% of the amount of the excess parachute payment, and the Company would be denied a tax deduction for the amount of the excess parachute payment. Section 409A of the Code . Section 409A of the Code applies to amounts that are considered “non-qualified deferred compensation.” If a deferred compensation arrangement, including certain awards that may be issued under the 2002 Plan, does not meet the requirements of Section 409A of the Code, the timing of taxation for these amounts could be accelerated (meaning these amounts could become immediately taxable). Also, an additional 20% income tax, as well as penalties and interest, could be imposed upon the applicable participants in the 2002 Plan. Meta Financial Group, Inc. | 2017 Proxy Statement 53

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