CASH 2018 Proxy Statement

immediately vested. Based on $27.55, the closing price of the Company’s common stock on September 28, 2018 (as adjusted to give effect to the Stock Split), assuming one of these events occurred with respect to Ms. Thornsberry or Ms. Schneekloth on September 30, 2018, the value of the acceleration of her restricted stock award would have been $413,250 for Ms. Thornsberry and $99,180 for Ms. Schneekloth. 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, Herrick and Goik and Mses. Schneekloth and Thornsberry would be over and above any non ‑ severance benefits to which such NEO may be entitled. Compensation paid to each of the NEOs, including under any employment contract, plan or other arrangement of the Company, including amounts under the Company's retirement programs, is also subject to certain regulatory requirements regarding the payment of compensation to such NEOs and may be subject to clawbacks under certain circumstances. Pursuant to the terms of their respective employment agreements, each of Messrs. Haahr, Hanson, Herrick and Goik is also subject to certain confidentiality obligations both during employment and following termination, and is subject to certain non ‑ competition, non ‑ solicitation (both with respect to employees and business relationships) and non ‑ disparagement covenants during the term of employment and for a 24 ‑ month period following termination of employment. 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) $ 5,991,040 $ 5,991,040 $ 5,991,040 Annual Performance Bonus (7) $ 2,738,127 $ 2,738,127 $ 2,738,127 Acceleration of Equity Awards (8) $ 1,949,548 $ 8,148,133 $ 1,949,548 Company payment of COBRA premiums (9) $ 34,796 $ 34,796 $ 34,796 Total: $ 10,713,511 $ 16,912,096 $ 10,713,511 Bradley C. Hanson Cash severance (6) $ 5,991,040 $ 5,991,040 $ 5,991,040 Annual Performance Bonus (7) $ 2,738,127 $ 2,738,127 $ 2,738,127 Acceleration of Equity Awards (8) $ 1,949,548 $ 8,148,133 $ 1,949,548 Company payment of COBRA premiums (9) $ 34,796 $ 34,796 $ 34,796 Total: $ 10,713,511 $ 16,912,096 $ 10,713,511 Glen W. Herrick Cash severance (6) $ 2,520,000 $ 2,520,000 $ 2,520,000 Annual Performance Bonus (7) $ 1,024,761 $ 1,024,761 $ 1,024,761 Acceleration of Equity Awards (8) $ 929,317 $ 4,648,567 $ 929,317 Company payment of COBRA premiums (9) $ 34,796 $ 34,796 $ 34,796 Total: $ 4,508,874 $ 8,228,124 $ 4,508,874 Michael K. Goik Cash severance (6) $ 870,000 $ 870,000 $ 870,000 Annual Performance Bonus (7) $ 418,769 $ 418,769 $ 418,769 Acceleration of Equity Awards (8) $ 3,511,055 $ 3,511,055 $ 3,511,055 Company payment of COBRA premiums (9) $ 34,796 $ 34,796 $ 34,796 Total: $ 4,834,620 $ 4,834,620 $ 4,834,620 EXECUTIVE COMPENSATION Meta Financial Group, Inc. | 2018 Proxy Statement 41