CASH 2018 Proxy Statement

executive officer’s target annual bonus (according to the percentage of base salary in effect at the time of termination), and (c) two-times the executive officer's target special incentive bonus (according to the percentage of base salary in effect at the time of termination), if any, which will be aggregated and paid in a lump sum cash payment within sixty (60) days following the termination date, and subject to required deductions for state and federal withholding tax, social security and all other applicable employment taxes and required deductions. Under Mr. Goik's employment agreement, if Mr. Goik is terminated due to death or disability or without cause or for good reason, Mr. Goik would be entitled to receive continued cash payments of his base salary for a term of twenty-four (24) months, subject to required deductions for state and federal withholding tax, social security and all other applicable employment taxes and required deductions. (7) Under the respective employment agreements for each of Messrs. Haahr, Hanson and Herrick, if such individual is terminated on or after six months following the beginning of the fiscal year in which the termination occurs, such individual would be entitled to a pro-rata bonus payment equal to the product of (x) the annual bonus and the special incentive bonus that the executive officer would have earned for the fiscal year in which the termination occurs based on achievement of the applicable performance goals for such fiscal year and (y) a fraction, the numerator of which is the number of days that the executive officer was employed by the Company during the fiscal year in which the termination occurs and the denominator of which is the total number of days in such fiscal year. Under Mr. Goik's employment agreement, if he is terminated, he would be entitled to a pro-rata bonus payment equal to the product of (x) the annual bonus that he would have earned for the fiscal year in which the termination occurs based on achievement of the applicable performance goals for such year and (y) a fraction, the numerator of which is the number of days that he was employed by the Company during the fiscal year in which the termination occurs and the denominator of which is the total number of days in such fiscal year. The pro-rata bonus payment will be paid, notwithstanding any service requirement, following the last day of the applicable bonus period, not later than the date that annual bonuses are paid to similarly situated executives and in no event later than March 15th of the calendar year immediately following the fiscal year in which the termination date occurs. The amounts presented are based upon actual bonus payments in both cash and equity for fiscal year 2018. (8) Calculated using $27.55, the closing price of the Company’s common stock on September 28, 2018 (as adjusted to give effect to the Stock Split). The amounts represent the value of accelerated unvested shares of restricted stock (and with respect to such shares of restricted stock subject to vesting based upon performance criteria, the assumed achievement of such criteria for only the year in which the termination occurs), determined as to each such award held by the executive officer by calculating $27.55 multiplied by such number of unvested shares of restricted stock. The amounts do not include any value of accelerated unvested stock options as all stock options held by the executive officers at September 30, 2018 were fully vested. Certain outstanding equity compensation awards, other than stock options and stock appreciation rights, that were granted by the Company to each of Messrs. Haahr, Hanson and Herrick, that were intended to constitute performance-based compensation under Code Section 162(m), and that were otherwise scheduled to vest in a year subsequent to the year of termination of executive officer’s employment, will remain outstanding and fully vest upon satisfaction of the applicable performance requirements underlying such awards, notwithstanding any service requirement; provided, that, if the termination is proximate to a change of control, as described in note (2) to this table, all outstanding equity awards will immediately vest, regardless of whether the performance measures have been met. Any outstanding equity-based compensation awards, including stock options and stock appreciation rights, that were granted by Company to the executive officer and that are not intended to qualify as performance-based compensation under Code Section 162(m), vest upon a change in control, and with respect to restricted stock awards, vesting also occurs upon retirement, death or disability (as such terms are defined in the grant agreements and the 2002 Plan). (9) Under the executive officer’s employment agreement, following a termination due to death, disability, termination without cause or good reason, the Company is required to pay the premiums necessary to continue the executive officer’s group health care coverage (i.e. medical, dental and vision, to the extent applicable) for a period up to eighteen (18) months following the executive officer’s termination of employment. For purposes of this table, monthly premiums were assumed to be $1,933.12 based on the COBRA rate for family coverage in effect on September 30, 2018, which amount, for the purposes of this table, was then multiplied by the maximum 18 month period. CEO Pay Ratio Disclosure Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act and the SEC’s pay ratio disclosure rules, the Company is required to disclose the ratio of the CEO’s annual total compensation to that of the Company’s median- paid employee, using the same methodology. To identify the Company’s median employee, the Company prepared a list of all individuals employed by the Company on September 14, 2018 (excluding the CEO, and whether employed on a full-time, part-time, temporary or seasonal basis). The SEC rule permits registrants to use a consistently applied compensation measure (“CACM”) to identify the median employee from its employee population. The Company used base pay, overtime pay, and cash incentive awards, as reflected in the Company’s payroll records, as its CACM. Based on the methodology and CACM described above, the annual total compensation for the median employee was $69,729 and the CEO’s total compensation was $3,362,166, resulting in a ratio of 48:1. The CEO pay used for calculating the pay ratio was that of Tyler Haahr, the Company’s former CEO, since he was the CEO during the entire 2018 fiscal year. We believe the pay ratio is a reasonable estimate calculated in a manner consistent with the SEC’s rules. Because the SEC rules for identifying the median employee and calculating pay ratio based on that employee’s annual total compensation allow companies to use different methodologies, apply certain exclusions and make reasonable estimates and assumptions, the pay ratio reported by the Company may not be comparable to pay ratios reported by other companies. EXECUTIVE COMPENSATION Meta Financial Group, Inc. | 2018 Proxy Statement 43