BLACKHAWK NETWORK HOLDINGS, INC. EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN (AND SUMMARY PLAN DESCRIPTION) EFFECTIVE APRIL 21, 2014

1.General Eligibility. The eligible employees in this Plan are employees of the Company who have been designated by the Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”) as eligible to participate in the Plan and listed on Schedule A attached hereto (as amended from time to time) (such eligible employees, the “Covered Employees”). Covered Employees remain eligible for this Plan in the case of sick leave, military leave or any other leave of absence approved pursuant to the regular leave policy of the Company.

2.Change in Control Severance Benefits. If you are a Covered Employee and if the Company terminates your employment with the Company without Cause (which, for the avoidance of doubt, excludes a termination due to your death or disability) or you terminate employment with the Company for Good Reason, in either case, during the twenty-four (24) month period following a Change in Control (the “Change in Control Period”), then subject to Section 17(b) and you delivering to the Company a general release of all claims against the Company and its affiliates in a form acceptable to the Company (a “Release”) that becomes effective and irrevocable within sixty (60) days following the date of such termination of employment, in addition to any accrued but unpaid salary, wages, vacation and other amounts required by applicable law, you will be eligible to receive the following severance payments and benefits based upon your position or designation:

a.Cash Severance. You will receive a severance payment in an aggregate amount equal to (i) the sum of (x) your Base Salary and (y) your target annual cash bonus opportunity for the fiscal year of your termination, multiplied by (ii) your Severance Multiplier, payable in substantially equal installments in accordance with the Company’s normal payroll procedures during your Severance Period; provided, however, that no payments under this Section 2(a) shall be made prior to the first payroll date occurring on or after the sixtieth (60th) day following the date of your termination of employment (such payroll date, the “First Payroll Date”), and any amounts otherwise payable prior to the First Payroll Date shall be paid on the First Payroll Date without interest thereon.

b.Pro Rata Bonus Payment. You will receive additional payment equal to (i) your target annual cash bonus opportunity for the fiscal year of your termination, multiplied by (ii) a fraction, the numerator of which is the number of days in such fiscal year through the date of your termination of employment and the denominator of which is 365, to be paid to you in a cash lump sum, less applicable withholding obligations, on the sixtieth (60^th) day following the date of your termination of employment.

c.    COBRA Premium Payment. Subject to the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), if you properly elect health care continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), to the extent that you are eligible to do so, then the Company shall directly pay or, at its election, reimburse you for the COBRA premiums, for you and your covered dependents until the earlier of the end of the month during which your COBRA Period ends or the date you become eligible for healthcare under a subsequent employer’s health plan (of which eligibility you agree to give prompt notice to the Company). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover you under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to you in substantially equal monthly installments over the COBRA Period (or the remaining portion thereof).

d.    Accelerated Vesting. Each outstanding Company equity award that vests based solely on the passage of time that you hold as of the date of your termination will vest and, if applicable, become exercisable with respect to one hundred percent (100%) of the shares subject thereto. In addition, each outstanding Company equity award that vests based on the achievement of performance-based criteria that you hold as of the date of your termination will vest and, if applicable, become exercisable with respect to one hundred percent (100%) of the “target” number of the shares subject thereto.

3.    Definitions. For the purposes of this Plan, the following terms shall have the following meanings:

a.    “Base Salary” means your annual base salary in effect immediately prior to your termination (disregarding any reduction in base salary that would give rise to your right to terminate for Good Reason).

b.    “Cause” shall have the meaning ascribed to such term in any written employment agreement between or among you and the Company and/or any of its subsidiaries and, if no such written employment agreement is in force or effect, shall mean (i) conviction of, or the entry of a plea of guilty or no contest to, a felony or any other crime that causes the Company public disgrace or disrepute, or adversely affects the Company’s operations, financial performance, or relationship with its customers; (ii) misappropriation of funds or other property of the Company or its affiliates; (iii) refusal to perform the lawful and reasonable directives of your supervisor, the Company’s Chief Executive Officer or the Board; (iv) your failure to perform the duties of your employment with the Company or any of its subsidiaries which continues for a period of fourteen (14) days (other than by reason of illness or injury); or (v) material breach of any agreement with or duty owed to the Company or any of its affiliates. However, none of the foregoing events or conditions will constitute Cause unless the Company provides you with written notice of the event or condition and thirty (30) days to cure such event or condition (if curable) and the event or condition is not cured within such 30-day period.

c.     “Change in Control” shall have the meaning set forth in the Company’s 2013 Equity Incentive Award Plan, as it may be amended from time to time. If a Change in Control constitutes a payment event with respect to any amount which constitutes or provides for the deferral of compensation and is subject to Section 409A of the Code, the transaction or event with respect to such amount must also constitute a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent required by Section 409A of the Code.

d.    “COBRA Period” shall mean that period of time commencing upon a Covered Employee’s termination of employment and ending upon:

i.    With respect to a Covered Employee at the level of Chief Executive Officer, the eighteen (18)-month anniversary of the Covered Employee’s termination of employment;

ii.    With respect to Covered Employees who are classified as Group A Participants on Schedule A hereto (as amended from time to time), the eighteen (18)-month anniversary of the Covered Employee’s termination of employment; and

iii.    With respect to Covered Employees who are classified as Group B Participants on Schedule A hereto (as amended from time to time), the twelve (12)-month anniversary of the Covered Employee’s termination of employment.

e.    “Good Reason” shall have the meaning ascribed to such term in any written employment agreement between or among you and the Company and, if no such written employment agreement is in force or effect, shall mean the occurrence of any of the following, without your prior consent: (i) a material, adverse change in your responsibilities, authority or duties (including as a result of the assignment of duties materially inconsistent with your position); (ii) a material reduction in your base salary or your target annual cash bonus opportunity; or (iii) a material transfer of your principal place of employment to a location more than fifty (50) miles away from your principal place of employment immediately prior to the Change in Control. However, none of the foregoing events or conditions will constitute Good Reason unless: (x) you provide the Company with written objection to the event or condition within ninety (90) days following the occurrence thereof; (y) the Company does not reverse or otherwise cure the event or condition within thirty (30) days of receiving that written objection; and (z) you resign your employment within thirty (30) days following the expiration of that cure period.

f.     “Plan Administrator” means the Committee or any committee designated by the Board to administer the Plan.

g.    “Severance Multiplier” shall mean:

i.    With respect to a Covered Employee at the level of Chief Executive Officer, two (2);

ii.    With respect to Covered Employees who are classified as Group A Participants on Schedule A hereto (as amended from time to time), one and one half (1.5); and

iii.    With respect to Covered Employees who are classified as Group B Participants on Schedule A hereto (as amended from time to time), one (1).

h.    “Severance Period” shall mean that period of time commencing upon a Covered Employee’s termination of employment and ending upon:

i.    With respect to a Covered Employee at the level of Chief Executive Officer, the twenty-four (24)-month anniversary of the Covered Employee’s termination of employment;

ii.    With respect to Covered Employees who are classified as Group A Participants on Schedule A hereto (as amended from time to time), the eighteen (18)-month anniversary of the Covered Employee’s termination of employment; and

i.    With respect to Covered Employees who are classified as Group B Participants on Schedule A hereto (as amended from time to time), the twelve (12)-month anniversary of the Covered Employee’s termination of employment.

4.    Taxes. All payments to be made under this Plan will be subject to appropriate tax withholding and other deductions.

5.    Best Pay Provision.

a.    Notwithstanding any other provisions of this Plan, in the event that any payment or benefit received or to be received by the Covered Employee (whether pursuant to the terms of this Plan or any other plan, arrangement or agreement) (all such payments and benefits, including the payments and benefits under Section 2 of this Plan, being hereinafter referred to as the “Total Payments”) would be subject (in whole or part), to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement, the Total Payments shall be reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Covered Employee would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).  The Total Payments shall be reduced in the following order: (A) reduction of any cash severance payments otherwise payable to the Covered Employee that are exempt from Section 409A of the Code, (B) reduction of any other cash payments or benefits otherwise payable to the Covered Employee that are exempt from Section 409A of the Code, but excluding any payment attributable to the acceleration of vesting or payment with respect to any stock option or other equity award with respect to the Company common stock that are exempt from Section 409A of the Code, (C) reduction of any other payments or benefits otherwise payable to the Covered Employee on a pro-rata basis or such other manner that complies with Section 409A of the Code, but excluding any payment attributable to the acceleration of vesting and payment with respect to any stock option or other equity award with respect to the Company common stock that are exempt from Section 409A of the Code, and (D) reduction of any payments attributable to the acceleration of vesting or payment with respect to any stock option or other equity award with respect to the Company common stock that are exempt from Section 409A of the Code.  The foregoing reductions shall be made in a manner that results in the maximum economic benefit to the Covered Employee and, to the extent economically equivalent, in a pro rata manner.

b.    For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (i) no portion of the Total Payments the receipt or enjoyment of which the Covered Employee shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which, in the written opinion of an accounting firm or compensation consulting firm with nationally recognized standing and substantial expertise and

experience on Section 280G matters (the “280G Firm”) selected by the Company, does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which, in the opinion of the 280G Firm, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the Base Amount (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation, and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the 280G Firm in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.

c.    The 280G Firm will be directed to submit its determination and detailed supporting calculations to both the Covered Employee and the Company within fifteen (15) days after notification from either the Company or the Covered Employee that the Covered Employee may receive payments which may be “parachute payments.”  The Covered Employee and the Company will each provide the 280G Firm access to and copies of any books, records and documents in their possession as may be reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 5(c).  The fees and expenses of the 280G Firm for its services in connection with the determinations and calculations contemplated by this Section 5(c) will be borne by the Company.

6.    Amendment of Plan. Prior to the consummation of a Change in Control, the Plan Administrator shall have the power to amend or terminate this Plan from time to time in its discretion and for any reason (or no reason); provided that no such amendment or termination shall be effective with respect to a termination of employment that occurred prior to the amendment or termination. Notwithstanding the foregoing, during a Change in Control Period, no amendment or termination of the Plan shall impair any rights or obligations to any Covered Employee under this Plan unless such Covered Employee expressly consents to such amendment or termination.

7.    Claims Procedures.

a.    Normally, you do not need to present a formal claim to receive benefits payable under this Plan.

b.    If any person (the “Claimant”) believes that benefits are being denied improperly, that this Plan is not being operated properly, that fiduciaries of this Plan have breached their duties, or that the Claimant’s legal rights are being violated with respect to this Plan, the Claimant must file a formal claim, in writing, with the Plan Administrator. This requirement applies to all claims that any Claimant has with respect to this Plan, including claims against fiduciaries and former fiduciaries, except to the extent the Plan Administrator determines, in its sole discretion that it does not have the power to grant all relief reasonably being sought by the Claimant.

c.    A formal claim must be filed within ninety (90) days after the date the Claimant first knew or should have known of the facts on which the claim is based, unless the Plan Administrator in writing consents otherwise. The Plan Administrator shall provide a Claimant, on request, with a copy of the claims procedures established under subsection (d).

d.    The Plan Administrator has adopted procedures for considering claims (which are set forth in Appendix A attached hereto), which it may amend from time to time, as it sees fit. These procedures shall comply with all applicable legal requirements. These procedures may provide that final and binding arbitration shall be the ultimate means of contesting a denied claim (even if the Plan

Administrator or its delegates have failed to follow the prescribed procedures with respect to the claim). The right to receive benefits under this Plan is contingent on a Claimant using the prescribed claims and arbitration procedures to resolve any claim.

8.    Plan Administration.

a.    The Plan Administrator is responsible for the general administration and management of this Plan and shall have all powers and duties necessary to fulfill its responsibilities, including, but not limited to, the discretion to interpret and apply this Plan and to determine all questions relating to eligibility for benefits. This Plan shall be interpreted in accordance with its terms and their intended meanings. However, the Plan Administrator and all Plan fiduciaries shall have the discretion to interpret or construe ambiguous, unclear or implied (but omitted) terms in any fashion they deem to be appropriate in their sole discretion, and to make any findings of fact needed in the administration of this Plan. The validity of any such interpretation, construction, decision or finding of fact shall not be given de novo review if challenged in court, by arbitration, or in any other forum, and shall be upheld unless clearly arbitrary or capricious.

b.    All actions taken and all determinations made in good faith by the Plan Administrator or by Plan fiduciaries will be final and binding on all persons claiming any interest in or under this Plan. To the extent the Plan Administrator or any Plan fiduciary has been granted discretionary authority under this Plan, the Plan Administrator’s or Plan fiduciary’s prior exercise of such authority shall not obligate it to exercise its authority in a like fashion thereafter.

c.    If, due to errors in drafting, any Plan provision does not accurately reflect its intended meaning, as demonstrated by consistent interpretations or other evidence of intent, or as determined by the Plan Administrator in its sole discretion, the provision shall be considered ambiguous and shall be interpreted by the Plan Administrator and all Plan fiduciaries in a fashion consistent with its intent, as determined in the sole discretion of the Plan Administrator. The Plan Administrator shall amend this Plan retroactively to cure any such ambiguity.

d.    No Plan fiduciary shall have the authority to answer questions about any pending or final business decision of the Company or any affiliate that has not been officially announced, to make disclosures about such matters, or even to discuss them, and no person shall rely on any unauthorized, unofficial disclosure. Thus, before a decision is officially announced, no fiduciary is authorized to tell any employee, for example, that the employee will or will not be laid off or that the Company will or will not offer exit incentives in the future. Nothing in this subsection shall preclude any fiduciary from fully participating in the consideration, making or official announcement of any business decision.

e.    This Section 8 may not be invoked by any person to require this Plan to be interpreted in a manner inconsistent with its interpretation by the Plan Administrator or other Plan fiduciaries.

9.    Funding and Payment of Benefits. This Plan shall be maintained in a manner to be considered “unfunded” for purposes of ERISA. The Company shall be required to make payments only as benefits become due and payable. No person shall have any right, other than the right of an unsecured general creditor against the Company, with respect to the benefits payable hereunder, or which may be payable hereunder, to any Covered Employee, surviving spouse or beneficiary hereunder. If the Company, acting in its sole discretion, establishes a reserve or other fund associated with this Plan, no person shall have any right to or interest in any specific amount or asset of such reserve or fund by reason of amounts which may be payable to such person under this Plan, nor shall such person have any right to

receive any payment under this Plan except as and to the extent expressly provided in this Plan. The assets in any such reserve or fund shall be part of the general assets of the Company, subject to the control of the Company.

10.    Plan Application. This Plan shall be the only plan, agreement or arrangement with respect to which separation benefits may be provided to a Covered Employee upon a termination of a Covered Employee’s employment within twenty-four (24) months following a Change in Control and supersedes all prior agreements, arrangements or related communications of the Company relating to such separation benefits for the Covered Employees, whether formal or informal, or written or unwritten. However, if a prior plan or agreement requires the consent of the employee in order for such prior plan or agreement to be modified or amended or superseded by this Plan, such consent must be obtained from such employee in order for this Plan to supersede such prior plan or agreement. Subject to the foregoing, any benefits under this Plan will be provided to Covered Employees in lieu of benefits under any other separation plan or agreement.

11.    Successors. Any successor to the Company (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets shall assume the obligations under this Plan and agree expressly to perform any of the Company’s obligations under this Plan. For all purposes under this Plan, the term “Company” shall include any successor to the Company’s business and/or assets which executes and delivers an assumption agreement or which becomes bound by the terms of the Plan by operation of law. All of your rights hereunder shall inure to the benefit of, and be enforceable by, your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

12.    Limitation On Employee Rights; At-Will Employment. This Plan shall not give any employee the right to be retained in the service of the Company or interfere with or restrict the right of the Company to discharge or retire the employee. All employees of the Company are employed at will.

13.    No Third-Party Beneficiaries. This Plan shall not give any rights or remedies to any person other than Covered Employees and the Company.

14.    Governing Law. This Plan is a welfare plan subject to ERISA and it shall be interpreted, administered, and enforced in accordance with that law. To the extent that state law is applicable, the statutes and common law of the jurisdiction in which the Covered Employee resides shall apply, excluding any that mandate the use of another jurisdiction’s laws.

15.    No Assignment of Benefits. The rights of any person to payments or benefits under this Plan shall not be made subject to option or assignment, either by voluntary or involuntary assignment or by operation of law, including (without limitation) bankruptcy, garnishment, attachment or other creditor’s process, and any action in violation of this subsection shall be void.

16.    Miscellaneous. Where the context so indicates, the singular will include the plural and vice versa. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Plan. Unless the context clearly indicates to the contrary, a reference to a statute or document shall be construed as referring to any subsequently enacted, adopted or executed counterpart.

17.    Section 409A.

a.    Separation from Service. Notwithstanding anything in this Plan to the contrary, any compensation or benefits payable under this Plan that constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code (“Deferred Compensation”), and which is designated under this Plan as payable upon your termination of employment shall be payable only upon your “separation from service” with the Company within the meaning of Section 409A of the Code (a “Separation from Service”).

b.    Specified Employees. Notwithstanding any provision herein to the contrary, if you are deemed by the Company at the time of your Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which you are entitled under this Plan is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of your benefits shall not be provided to you prior to the earlier of (i) the expiration of the six-month period measured from the date of your Separation from Service or (ii) the date of your death. Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to you (or your estate or beneficiaries), and any remaining payments due to you under this Plan shall be paid as otherwise provided herein.

c.    Installments. Your right to receive any installment payments under this Plan shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii).

d.    General. To the extent applicable, this Plan shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the adoption of this Plan. Notwithstanding any provision of this Plan to the contrary, in the event that the Company determines that any amounts payable hereunder will be immediately taxable to you under Section 409A of the Code and related Department of Treasury guidance, to the extent permitted under Section 409A of the Code, the Company may, to the extent permitted under Section 409A of the Code (i) cooperate in good faith to adopt such amendments to this Plan and appropriate policies and procedures, including amendments and policies with retroactive effect, that they determine necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Plan, preserve the economic benefits of this Plan and/or (ii) take such other actions as mutually determined necessary or appropriate to exempt the amounts payable hereunder from Section 409A of the Code or to comply with the requirements of Section 409A of the Code and thereby avoid the application of penalty taxes under such section. To the extent applicable, each of the exceptions to Code Section 409A’s prohibition on acceleration of payments of Deferred Compensation provided under Treasury Regulation 1.409A-3(j)(4) shall be permitted under the Agreement.

1.    Claims Procedure

2.    Arbitration Procedure

1.    Examine, without charge, at the Company’s headquarters, all documents governing the Plan including collective bargaining agreements, if any, and annual reports and Plan descriptions.

2.    Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan, including collective bargaining agreements, if any, and copies of the latest annual report (Form 5500 Series) and summary plan description. The Plan Administrator may make a reasonable charge for the copies.

3.    Receive a summary of the Plan’s annual financial report, if any. The Plan Administrator is required by law to furnish each participant with a copy of this summary annual report.

In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. The people who operate your Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries. No one, including the Company, your union or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a welfare benefit or exercising your right under ERISA.

If your claim for a welfare benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules. Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of plan documents or the latest annual report from the Plan and do not receive them within thirty (30) days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If you have a claim for benefits, which is denied or ignored, in whole or in part, you may file suit in a state or federal court. In addition, if you disagree with the Plan’s decision or lack thereof concerning the qualified status of a domestic relations order or a medical child support order, you may file suit in federal court. If it should happen that Plan fiduciaries misuse the Plan’s money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.

If you have any questions about your Plan, you should contact the Plan Administrator. If you should have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N. W., Washington, D. C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.