CASH 2018 Special Proxy Statement

by the MetaBank board of directors). The employment agreement also provides for incentive compensation opportunities that are performance based and consist of Meta’s customary bonus program and incentives based upon Mr. Goik’s base salary. In addition, pursuant to the employment agreement, Mr. Goik will receive a $2.20 million signing bonus that is payable within thirty (30) days following the closing date of the merger. Mr. Goik will be entitled to participate in all MetaBank benefit plans, programs and arrangements that are commensurate with Mr. Goik’s position and responsibilities. Additionally, MetaBank will provide Mr. Goik substantially similar perquisites, in the aggregate, as he received as an officer of Crestmark Bank immediately prior to the closing date of the merger. Pursuant to, and subject to the conditions set forth in, the employment agreement, Mr. Goik and Meta will enter into a Restricted Stock Agreement as of the closing date of the merger with respect to an award of a number of restricted shares of Meta common stock to be agreed upon by the parties but not to exceed a total value of $3.80 million as of the closing date of the merger (the “initial equity award”), which will be subject to certain vesting conditions. In the event Mr. Goik’s employment is terminated due to death, Disability, without Cause or for Good Reason (each as defined in the employment agreement), Mr. Goik (or his estate or beneficiaries, as the case may be) will be entitled to (i) receive his base salary through the effective date of termination and any earned but unpaid bonus for any completed fiscal year, and (ii) subject to execution of a release of claims Mr. Goik may have against Meta and its affiliates, (A) continued payment of Mr. Goik’s base salary (as in effect as of the termination date) for two years following his termination (his “base salary”), (B) a pro-rata portion of the annual bonus payment for the year of the termination based on actual performance, (C) payment of the premiums required to continue health care coverage for up to 18 months, and (D) acceleration of the initial equity award. In the event Mr. Goik’s employment is terminated by Meta within 12 months following a Change of Control (as defined in the employment agreement), due to death, Disability, without Cause or for Good Reason, Mr. Goik will be eligible to receive his base salary in a lump sum payment and the payments in (B)-(D) above and any accrued amounts (as noted in (i) above) will be paid at the same rate and form as noted above. In addition, the employment agreement provides for a 24-month non-solicitation period (both employees and business relationships) and a 24-month non-compete requirement in addition to other restrictive covenants. The employment agreement also provides for clawback of compensation paid to Mr. Goik under certain circumstances. Change in Control Agreements with other Crestmark Executive Officers W. David Tull, Crestmark’s current Chairman and Chief Executive Officer, Jack Talkington, Crestmark’s current Chief Financial Officer, and Mark Matheson, Crestmark’s current Chief Credit Officer, each entered into a Crestmark executive change in control agreement with Crestmark on July 19, 2017 (each, a “Crestmark executive change in control agreement”), that provides for the potential payment of termination compensation in the event of a qualifying termination of such person’s employment with Crestmark or any successor thereto. Each Crestmark executive change in control agreement provides that, if the Crestmark executive that is party to such agreement is terminated by Crestmark or any successor thereto for any reason other than for Cause or a Voluntary Resignation (in each case, as defined in the applicable Crestmark executive change in control agreement) within 24 months following the date of a change of control of Crestmark or any successor thereto, then, such Crestmark executive would be entitled to (i) receive a lump sum payment from Crestmark or its successor, as applicable, in an amount equal to two times such Crestmark executive’s highest base salary and bonus earned in the 24-month period prior to the date on which the change in control occurred, (ii) receive company-paid health and dental insurance for 18 months following the change in control date, except that the Crestmark executive will be responsible for the employee portion of premiums as though such Crestmark executive were an active employee, and (iii) continue receiving certain employer-paid perquisites and benefits, including but not limited to, an automobile allowance and company-paid country club dues, during the two year period following the change in control date. 72