CASH 2017 Proxy Statement

APPENDIX B 4. Operating profit; 5. Cash flow (either in the aggregate or on a per-Share basis); 6. Free cash flow (either in the aggregate on a per-Share basis); 7. Costs; 8. Gross revenues; 9. Reductions in expense levels; 10. Operating and maintenance cost management and employee productivity; 11. Share price or total shareholder return (including growth measures and total stockholder return or attainment by the Shares of a specified value for a specified period of time); 12. Net economic value; 13. Economic value added; 14. Aggregate product unit and pricing targets; 15. Strategic business criteria, consisting of one or more objectives based on meeting specified revenue, market share, market penetration, asset quality, geographic business expansion goals, objectively identified project milestones, production volume levels, cost targets, and goals relating to acquisitions or divestitures; 16. Achievement of objectives relating to diversity, employee turnover, regulatory compliance or other internal business items; 17. Results of customer satisfaction surveys; and/or 18. Debt ratings, debt leverage and debt service; provided that applicable Performance Measures may be applied on a pre- or post-tax basis; and provided further that the Committee may, on the date an Award intended to comply with the Performance-Based Exception is granted, and in the case of other Awards, at any time, provide that the formula for such Award may include or exclude items to measure specific objectives, such as losses from discontinued operations, extraordinary gains or losses, the cumulative effect of accounting changes, acquisitions or divestitures, foreign exchange impacts and any unusual, nonrecurring gain or loss. (d) Flexibility in Setting Performance Measures. For Awards intended to comply with the Performance-Based Exception, the Committee shall set the Performance Measures within the time period prescribed by Section 162(m) of the Code. The levels of performance required with respect to Performance Measures may be expressed in absolute or relative levels and may be based upon a set increase, set positive result, maintenance of the status quo, set decrease or set negative result. Performance Measures may differ for Awards to different Participants. The Committee shall specify the weighting (which may be the same or different for multiple objectives) to be given to each performance objective for purposes of determining the final amount payable with respect to any such Award. Any one or more of the Performance Measures may apply to the Participant, a department, unit, division or function within the Company or any one or more direct or indirect subsidiaries thereof; and may apply either alone or relative to the performance of other businesses or individuals (including industry or general market indices). B-4 Meta Financial Group, Inc. | 2017 Proxy Statement