CASH 2018 Special Proxy Statement

CRESTMARK BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 8 – DEPOSITS (Continued) The contractual maturities of certificates of deposit outstanding at year-end 2017 were as follows: 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 831,716,628 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 134,280,680 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41,733,721 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,362,702 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,735,747 $1,018,829,478 NOTE 9 – EMPLOYEE BENEFITS The Corporation maintains a 401(k) plan covering substantially all employees. Employees who are 21 years or older are eligible. Employees may elect to contribute to the plan, subject to statutory maximum limits. The Corporation’s discretionary matching contributions were approximately $331,000, $293,000 and $288,000 for the years ended 2017, 2016 and 2015, respectively. The Corporation established an Employee Stock Ownership Plan (ESOP) in 2010 with eligibility requirements similar to the 401(k) plan. Annual contributions are discretionary and determined by the Board of Directors. The ESOP will primarily invest in the Corporation’s common stock acquired either from the Corporation or on the open market with a valuation determined annually by a qualified independent appraiser. Upon retirement or separation, a participant or beneficiary may elect to receive an immediate lump sum cash distribution, but the ESOP may elect to make the distribution, attributable to stock value over a longer period, generally not to exceed 5 years. A participant may also elect to receive common stock. This stock is subject to a “put” option for a limited period of time and may be sold back to the ESOP or the Corporation at the current fair value and, further, provides the Corporation a right of first refusal if the participant desires to sell the stock after the expiration of the put period. There was no ESOP expense in 2017 and no contribution made. ESOP expense was $1,250,000 and $1,000,000 for 2016 and 2015, respectively. As of December 31, 2017 and 2016 the ESOP held 90,933 and 82,177 shares of stock. Substantially all of the stock has been allocated to participants at the end of both years. Dividends paid on shares are allocated to a participant based on their shares held. The stock valuation received during 2017 indicated a value of $127 per share. As discussed in Note 19, Crestmark has entered into a merger agreement with Meta Financial Group, Inc. The terms of the proposed merger agreement are that each share of Crestmark common stock will be automatically converted to 2.65 shares of common stock of Meta Bank which had a value of $91.35 at the close of business on January 8, 2018. Pursuant to the merger agreement the Corporation has entered into, the common stock held by ESOP participants is expected to be exchanged for shares of Meta Financial Group, Inc. Employees will have the option to liquidate their shares or transfer them to other non-taxable plans. See additional details in Note 19. F-26