CASH 2018 Proxy Statement

(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) For each of Messrs. Haahr, Hanson and Herrick, under such executive officer’s employment agreement, the difference between a termination without cause, for good reason, death or disability proximate to (discussed below) a change in control as compared to such a termination that is not proximate to 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). Under Mr. Goik's employment agreement, payments and benefits on a termination without cause or for good reason proximate to a change in control would be the same as a termination without cause or for good reason without a change in control, except that his 24 months of base salary will be paid in a single lump sum if termination is proximate to a change in control. For purposes of these employment agreements, a termination would be “proximate to” a change in control if (1) for Messrs. Haahr, Hanson and Herrick, the termination of employment occurs within ninety (90) days prior to or within twenty-four (24) months following the consummation of a change in control or (2) for Mr. Goik, the termination of employment occurs within twelve (12) months following the consummation of a change in control. Under each executive officer's employment agreement, 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 payments is subject to the excise tax. “Net benefit” means the present value of the parachute payments net of all federal, state, local, foreign income, employment, and excise taxes. A “change of control” is defined under each of the employment agreements as any one of the following occurrences, subject to exceptions specifically identified in the employment agreements: (a) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act, other than a trustee or other fiduciary holding securities of the Company under an employee benefit plan of the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of the securities of the Company representing more than 50% of (i) the outstanding equity shares or units of the Company or (ii) the combined voting power of the Company’s then-outstanding securities; or (b) the sale or disposition of all or substantially all of the Company’s assets (or any transaction having similar effect is consummated); or (c) the Company is party to a merger or consolidation that results in the holders of voting securities of the Company outstanding immediately prior thereto failing to continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (d) the dissolution or liquidation of the Company. Notwithstanding the foregoing, to the extent amounts of “non-qualified deferred compensation” subject to Section 409A become due to the executive officer in connection with a change of control, then for purposes of such amount, the events otherwise constituting a change of control will only constitute a change of control if they also constitute a “change in control event” (as described in Treas. Reg. Section 1.409A-3(i)(5)(i)) with respect to the Company. (3) In the event of an involuntary termination without cause or a termination for good reason, the employment agreements for each of Messrs. Haahr, Hanson, Herrick and Goik require the execution and non-revocation of a release of claims. (4) Under the employment agreements for each of Messrs. Haahr, Hanson and Herrick, “cause” means or will be deemed to exist if, as determined in the Board’s discretion: (i) the executive officer commits (a) a felony (or procedural equivalent), (b) a crime of moral turpitude, or (c) another crime that is materially injurious to the Company or its affiliates; (ii) in carrying out executive officer’s duties, the executive officer engages in conduct, whether by act or omission, that constitutes gross negligence or willful misconduct; (iii) the executive officer materially breaches any provision of the executive officer’s employment agreement or any material Company policy, and executive officer fails to cure such breach, in each case, to the extent reasonably curable, to the reasonable satisfaction of the Board within thirty (30) days after the executive officer’s receipt of written notice of such breach; (iv) the executive officer refuses to comply with, or repeatedly fails to undertake good faith efforts to comply with, a lawful directive from the Board, and such failure to perform continues for fifteen (15) business days after the executive officer’s receipt of written notice of such failure, provided, however, that the executive officer’s non ‑ compliance with the Board’s directive will not constitute cause if the executive officer notifies the Board in writing within fifteen (15) days of receiving said directive that the executive officer reasonably believes that performance of such directive would constitute an ethical breach, moral turpitude, gross negligence, fraud, and/or violate any applicable law, and, following such written notification by the executive officer, the Board elects, within the Board's sole and exclusive discretion, to rescind such directive; (v) the executive officer engages, whether by act or omission, in any theft, fraud, misappropriation or embezzlement with respect to the Company or its affiliates or any customer or client thereof or engages in any other misconduct that results in material personal gain to the executive officer at the expense of the Company or its affiliates or material injury (whether monetarily or reputationally) to the Company or its affiliates; (vi) the executive officer’s use of alcohol or drugs (other than consistent with a lawful prescription) which materially impairs the executive officer’s performance of the executive officer’s duties to the Company or its affiliates; (vii) the executive officer’s failure to cooperate in good faith with any governmental or internal investigation regarding the Company or its affiliates; or (viii) the executive officer engages in or displays personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated material duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease ‑ and ‑ desist order. Mr. Goik's employment agreement contains a similar definition of "cause"; however, such definition is qualified in its entirety by reference to the full text of Mr. Goik's employment agreement, which was previously filed with the SEC. (5) Under the employment agreements for each of Messrs. Haahr, Hanson and Herrick, “good reason” means the executive officer’s voluntary resignation within 90 days following the occurrence of one or more of the following: (i) a material breach by the Company or MetaBank of any material provision of the executive officer’s employment agreement; or (ii) a material change of the executive officer’s position and/or duties so that the executive officer’s duties are (a) no longer consistent with the position of a senior executive or (b) the executive officer no longer reports to the Board or the executive officer’s then direct supervisor; or (iii) the Company relocates the executive officer’s principal place of work to a location more than ten (10) miles from the Company’s headquarters in Sioux Falls, SD, without such executive officer’s prior written approval. Mr. Goik's employment agreement contains a similar definition of "good reason"; however, such definition is qualified in its entirety by reference to the full text of Mr. Goik's employment agreement, which was previously filed with the SEC. (6) Under the respective employment agreements for each of Messrs. Haahr, Hanson and Herrick, such individual would be entitled to cash payments equal to the sum of (a) two ‑ times the executive officer’s annual base salary (at the rate in effect at the time of termination), (b) two ‑ times the EXECUTIVE COMPENSATION 42 Meta Financial Group, Inc. | 2018 Proxy Statement