Amended and Restated Employment Agreement, dated October 16, 2022, between Green Dot Corporation and George Gresham

1. Reporting; Place of Employment.  Effective as of the Effective Date, you will report to the Board and will have such duties, responsibilities and authorities as are consistent with those of a chief executive officer of a company of similar size and nature as the Company.  In addition, you will continue to serve as the Chief Financial Officer of the Company until such time as the Board appoints another Chief Financial Officer, and for the avoidance of doubt, your ceasing to serve as the Chief Financial Officer at such time shall not constitute grounds for Good Reason (including without limitation under prong (i) of the Good Reason definition) or a termination of your employment for any purpose.  The Company is headquartered in Austin, Texas, but you will be permitted to work remotely within the United States, subject to any business travel as necessary or appropriate to fulfill your responsibilities.

2. Base Salary.  As of the Effective Date, your annual base salary (your “Base Salary”) will be equal to $800,000.00 on an annualized basis, less applicable withholdings, payable in accordance with the Company’s normal payroll practices.  Your Base Salary shall be eligible for consideration, on an annual basis, for increase (but not decrease) by the Board or its compensation committee (the “Compensation Committee”).  You shall not be eligible to receive fees, further equity grants or other compensation paid to the Company’s non-employee directors for Board service.

3. Bonus Plan Participation.  In addition to your Base Salary, you will be eligible to participate in the Company’s annual Executive Officer Incentive Bonus Plan (the “Bonus Plan”), under which your annual target bonus will be equal to 125% of Base Salary (your “Target Bonus”); provided that, notwithstanding the foregoing, your target bonus under the Bonus Plan for 2022 will be equal to the sum of (i) your target bonus prior to the Effective Date (i.e., $812,500) multiplied by a fraction, the numerator of which is the number of days elapsed in 2022 through the date immediately preceding the Effective Date (i.e., 286) and the denominator of which is 365, and (ii) your target bonus from and following the Effective Date (i.e., $1,000,000) multiplied by a fraction, the numerator of which is the number of days remaining in 2022 from and including the Effective Date (i.e., 79) and the denominator of which is 365.  Actual bonus amounts will be based upon your and the Company’s achievement of pre-established performance metrics and deliverables. Depending on your and the Company’s achievement of such metrics and deliverables, you can earn 0 to 200% of your Target Bonus.  The performance metrics and deliverables, performance-based payment ranges (both minimum and maximum) for you and similarly-ranked executives, and the actual bonus amount awarded, if any, will be determined under, and subject to all the terms, conditions and restrictions of, the Bonus Plan, as amended from time to time, by the Board or the Compensation Committee.  Any annual bonus amount earned under the Bonus Plan shall be paid at such time as annual bonuses are otherwise paid under the Bonus Plan, which payment will in no event occur later than March 15 of the calendar year following the year in respect of which the bonus is earned.

4. Company Equity Awards.

(a) Promotional Award.  Subject to the approval of the Compensation Committee, on October 17, 2022 (the “Grant Date”), you will be awarded restricted stock units with a grant date fair value of $2,000,000 (the “Promotional RSUs”), with the number of shares of Company common stock subject to such Promotional RSUs to be determined based on the closing stock price of the Company common stock on the Grant Date.  The Promotional RSUs will vest in three (3) equal annual installments on each of the first three (3) anniversaries of the Grant Date, subject to your continued employment with the Company on each applicable vesting date except as otherwise provided in Section 10 herein, and have such other terms as determined by the Compensation Committee at the time of grant.

(b)  Annual Equity Awards.

(i) Subject to the approval of the Compensation Committee, at the first regularly scheduled meeting of the Compensation Committee in 2023 when annual equity awards are granted to other senior executives of the Company, you will receive an annual equity award of restricted stock units with a grant date fair value of $7,000,000, (i) 25% of which will be subject to service-based vesting conditions (the “2023 Annual Time-Vesting RSUs”), with such 2023 Annual Time-Vesting RSUs vesting in three (3) equal annual installments on each of the first three (3) anniversaries of the grant date, subject to your continued employment with the Company on each applicable vesting date, and (ii) 75% of which will be subject to both service- and performance-based vesting conditions (the “2023 Annual PSUs”), with performance criteria, vesting schedule and such other terms as determined by the Compensation Committee at the time of grant, and provided that performance criteria shall be consistent with those applicable to 2023 annual performance-vesting restricted stock unit awards made to other named executive officers of the Company.  Upon a termination of your employment by the Company without Cause or by you for Good Reason, subject to your satisfaction of the Release requirement set forth in Section 10(c), a prorated portion of then outstanding 2023 Annual Time-Vesting RSUs based on the number of months elapsed from the grant date to the Termination Date relative to the total number of months in the vesting period (the “Prorated Portion”) will vest (to the extent not already vested by the Termination Date); provided that if such termination occurs during a Corporate Transaction Period, then outstanding 2023 Annual Time-Vesting RSUs will fully vest upon the Termination Date (to the extent not already vested by such date), except that if such termination occurs during the sixty (60)-day period immediately prior to a Corporate Transaction, only the Prorated Portion of then outstanding 2023 Annual Time-Vesting RSUs will vest upon the Termination Date, with any remaining portion of such 2023 Annual Time-Vesting RSUs to remain outstanding and vest, if at all, upon the occurrence of such Corporate Transaction.  The terms of the 2023 Annual PSUs will provide that, upon a termination of your employment by the Company without Cause or by you for Good Reason, the vesting of any then outstanding 2023 Annual PSUs will accelerate pro rata in the manner determined by the Compensation Committee, and for double‑trigger change in control termination protection in the manner determined by the Compensation Committee.

(ii) Beginning in 2024, you will be eligible to receive such annual equity awards, in such forms and in such amounts, as are, in the sole discretion of the Compensation Committee (and taking into account your total target direct compensation opportunities), competitive with those annual equity awards received by other similarly situated chief executive officers of companies within the Company peer group as shall be identified in the Company’s annual proxy statement from time to time.

5. Benefits.  You will be entitled to participate in the employee benefit plans maintained by the Company, which are subject to change, and available to other senior executives of the Company on applicable terms and conditions of those plans.  This will include health, dental and vision coverage, plus participation in other plans currently maintained by the Company or which may become available to Company employees from time to time.  You are also subject to the Company’s unlimited vacation policy.

6. Indemnification and Insurance.  The Company will indemnify you with respect to activities in connection with your employment hereunder under the indemnification and insurance provision of the Company’s bylaws and the Indemnity Agreement previously entered into by and between you and the Company.  You will also continue to be named as an insured on the director and officer liability insurance policy currently maintained, or as may be maintained from time to time, by the Company.

7. No Other Benefits.  Except as expressly provided in this Agreement, the Company’s 2010 Equity Incentive Plan (the “Stock Plan”) or award agreements thereunder, or expressly required under applicable law, you shall not be entitled to receive any other payment, benefit or other form of compensation as a result of your employment or the termination thereof.

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8. Term of Agreement; At-Will Employment Relationship; Resignation from Representational Capacities.  You and the Company agree that you will be employed as President and Chief Executive Officer under the terms of this Agreement from the Effective Date until the fifth anniversary thereof (the “Initial Term”), which Initial Term shall be automatically extended for one additional year on such anniversary and on each subsequent anniversary thereof (the Initial Term and any extension thereof, as applicable, the “Term”), unless either party provides advance written notice of intention not to renew at least thirty (30) days prior to the applicable anniversary or unless terminated earlier in accordance with Section 9 or 10 below.  Notwithstanding the foregoing, your employment with the Company is “at-will.”  This means that you may resign at any time for any reason, with or without notice (except as otherwise provided in Section 9(b)(ii) below).  Likewise, the Company may terminate your employment at any time, with or without cause or notice (except as otherwise provided in Section 9(b)(i) below).  You hereby acknowledge and agree that upon your termination of employment with the Company for whatever reason, you shall be deemed to have, and shall have in fact, effectively resigned from all executive, director, offices, or other positions with the Company or its affiliates at the time of such termination of employment (including without limitation as a member of the Board).

9. Termination of Employment for Cause, by You without Good Reason or Death or Disability; Definitions.

(a) Upon termination of your employment (i) by the Company for Cause, (ii) by you for any reason other than Good Reason, or (iii) due to your death or Disability (as such term is defined under Section 409A of the Code), you shall not be entitled to payment of any then-unearned portion of the amounts provided under Sections 2 and 3 above and your outstanding equity awards, including without limitation the Promotional RSUs, 2023 Annual Time-Vesting RSUs, 2023 Annual PSUs and all equity awards granted under your Prior Employment Agreement shall be immediately canceled and forfeited as of the date of such termination.

(b) For purposes of this Agreement and Exhibit A attached to this Employment Agreement:

(i) the term “Cause” means any of the following:  (i) your conviction of or plea of nolo contendere to a felony; (ii) an act by you which constitutes material gross misconduct in the performance of your obligations and duties hereunder; (iii) your material act of fraud against the Company or any of its affiliates; (iv) your theft or material misappropriation of property (including, without limitation, intellectual property) of the Company or its affiliates; (v) material breach by you of any confidentiality agreement with, or duties of confidentiality to, the Company or any of its affiliates that involves your wrongful disclosure of material confidential or proprietary information (including, without limitation, trade secrets or other intellectual property) of the Company or any of its affiliates, except that in the case of an event described in any of clauses (ii)‑(v) above, the Company may only terminate your employment for Cause following (x) thirty (30) days advance written notice to you of the alleged “Cause” action or failure to act, (y)‑a ten (10) business day period to cure such action or inaction, to the extent the Company determines in good faith that such act is curable and (z) the opportunity to be heard by the Company within such thirty (30)- or ten (10)- day period regarding such alleged action or failure to act;

(ii) the term “Good Reason” means the occurrence of one of any of the following events without your written consent:  (i) the material diminution in your duties, responsibilities and authorities as Chief Executive Officer of the Company (including, after a Corporate Transaction, (A) your ceasing to remain the Chief Executive Officer of the acquiring entity or (B) the acquiring entity is not a public company); (ii) the material reduction in your annual rate of Base Salary; (iii) relocation of your primary work location to a location other than your place of residence; (iv) any material breach of any material term of this Agreement by the Company; or (v) the failure of the Nominating Committee to nominate you to serve as a member of the Board unless you have previously not been elected to the Board at an annual meeting of the Company’s stockholders (except that after a Corporate Transaction, Good Reason shall not be deemed to have occurred in the event you are no longer serving as a member of the Board); provided, however, that with respect to each of the foregoing, (x) you must within thirty (30) days after you first learn of its occurrence, deliver to the Company a written notice specifying the basis for your belief that you are entitled to terminate your employment for Good Reason, (y) you must give the Company an opportunity to cure any of the foregoing within thirty (30) days following delivery of such notice, and (z) provided that the Company has failed to cure any of the foregoing within such thirty (30)‑day cure period, you must terminate your employment within thirty (30) days following expiration of such cure period; and

(iii) the term “Corporate Transaction” has the meaning set forth in the Stock Plan; and

(iv) the term “Corporate Transaction Period” means the period beginning sixty (60) days prior to, and ending on the second (2nd) anniversary of, the occurrence of a Corporate Transaction.

10. Termination by the Company Without Cause or by You for Good Reason.  You acknowledge and agree that if, prior to the expiration of the Term, either (a) the Company terminates your employment without Cause or (b) you resign for Good Reason (the date of either of the foregoing, the “Termination Date”), then this Agreement will terminate and you will only be entitled to the payments and benefits set forth below.

(a) Upon the Termination Date, you will be entitled to (i) any then unpaid Base Salary set forth in Section 2 hereof and (ii) any earned bonus to which you are entitled under the terms of the Bonus Plan as set forth in Section 3 hereof for the year ending prior to the Termination Date that you have not yet received as of the Termination Date.

(b) Subject to your satisfaction of the Release requirement set forth in Section 10(c) below, you shall be entitled to the following:

(i) A payment, in full satisfaction of any bonus otherwise due under Section 3 above and the Bonus Plan in respect of the year in which the Termination Date occurs, of a prorated portion of the Target Bonus, with such proration based on the number of days of your employment hereunder between January 1 of such year through the Termination Date, relative to the number of days in such year;

(ii) A payment equal to the Base Salary (or if such termination occurs during a Corporate Transaction Period, a payment equal to 1.5 times the Base Salary);

(iii) A payment equal to the Target Bonus (or if such termination occurs during a Corporate Transaction Period, a payment equal to 1.5 times the Target Bonus);

(iv) Subject to your timely election of COBRA benefits, a payment equal to the product of (x) the monthly COBRA premium cost payable by you for group health insurance benefits at such time, and (y) twelve (12) months (or if such termination occurs during a Corporate Transaction Period, twenty-four (24) months); and

(v) Acceleration of the service vesting of then outstanding Promotional RSUs (if any) that otherwise would have become service-vested by the end of the twelve (12)‑month period following the Termination Date (calculated as if such Promotional RSUs vest on a monthly basis over the remaining vesting period commencing from the last regularly scheduled vesting date prior to the Termination Date).  Notwithstanding the foregoing, if such termination of employment occurs during a Corporate Transaction Period, then upon the later to occur of such termination and the Corporate Transaction, the service‑vesting of any then outstanding Promotional RSUs shall be fully and immediately accelerated; provided that if such termination of employment occurs during the sixty (60)-day period immediately prior to a Corporate Transaction (such termination, a “Pre-Corporate Transaction Termination”), then upon such termination, the service-vesting of any then outstanding Promotional RSUs shall be accelerated to the extent provided in the first sentence of this Section 10(b)(v) (i.e., for the avoidance of doubt, as if such termination occurred outside any Corporate Transaction Period), with any remaining portion of such Promotional RSUs to remain outstanding and vest, if at all, upon the occurrence of such Corporate Transaction.

(vi) The equity award benefits applicable upon a termination as set forth in Section 4(b)(i) hereof with respect to 2023 Time-Vesting RSUs shall apply to such awards.  The equity award benefits as provided in Section 10(b)(v) of the Prior Employment Agreement with respect to equity awards granted to you by the Company under the Prior Employment Agreement prior to the Effective Date shall continue to apply to such awards.

(c) As a condition to receiving the payments and benefits that are provided for in this Section 10(b) above, you must execute a written release, in substantially the form attached hereto as Exhibit A (the “Release”), which must become effective no later than the sixtieth (60^th) day following the date of your Termination Date, and if not, you will forfeit any right to payments or benefits under this Agreement.  To become effective, the Release must be executed by you and any revocation periods (as required by statute, regulation, or otherwise) must have expired without you having revoked the Release.  In addition, in no event will any payments or benefits be paid or provided until the Release actually becomes effective and you may not execute the Release prior to the Termination Date.  Subject to the foregoing and Section 18, all payments referenced in Section 10(b)(i), (ii), (iii) and (iv) and any equity awards that vest pursuant to Section 10(b)(v) shall be paid in a lump sum or settled on the eighth (8th) day following your Termination Date or the date the Release becomes effective, whichever is later (except that, in the case of a Pre‑Corporate Transaction Termination, payments and benefits that are payable and equity awards that vest, in each case only upon the occurrence of a Corporate Transaction, under Section 10(b)(i)–(v) shall be paid in a lump sum or settled as soon as reasonably practicable following the occurrence of such Corporate Transaction); provided, however, that all such payments and the delivery of shares of common stock in settlement of such equity awards shall be paid or settled no later than March 15 of the calendar year following your Termination Date.

11. Confidential Information and Other Company Policies.  You will be bound by and comply fully with the Company’s insider trading policy, code of conduct, and any other policies and programs adopted by the Company regulating the behavior of its employees, as such policies and programs may be amended from time to time.  In addition, you acknowledge and agree that you will continue to be bound by the Employee Inventions and Confidentiality Agreement (the “Employee Inventions and Confidentiality Agreement”) previously entered into by and between you and the Company.

12. Conflicts of Interest.  During the term of your employment with the Company, you will be expected to devote your full working time and attention to the business of the Company, and you will not render services to any other business without the prior approval of the Company; provided that you shall be permitted to serve on the board of directors of one (1) publicly traded company and one (1) private company, so long as such service does not otherwise violate the requirements set forth in this sentence and the remainder of this Section 12.  You must not engage in any work, paid or unpaid, that creates an actual conflict of interest with the Company.  Such work shall include, but is not limited to, directly or indirectly competing with the Company in any way, or acting as an officer, director, employee, consultant, stockholder, volunteer, lender, or agent of any business enterprise of the same nature as, or which is in direct competition with, the business in which the Company is now engaged or in which the Company becomes engaged during the term of your employment with the Company, as may be determined by the Company in its sole discretion.  If the Company believes such a conflict exists during the Term of this Agreement, the Company may ask you to choose to discontinue the other work or resign employment with the Company, which resignation shall be treated as a resignation without Good Reason for all purposes.

13. Withholding.  All sums payable to you hereunder will be reduced by all applicable federal, state, local and other withholding and similar taxes and payments required by applicable law.

14. Severability.  If any term, covenant, condition or provision of this Agreement or the application thereof to any person or circumstance shall, at any time, or to any extent, be determined invalid or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and shall be deemed valid and fully enforceable to the extent permitted by law.

15. Successors; Assignment.  The rights and obligations of the Company under this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Company.  Your rights and obligations hereunder are non-assignable.  The Company may assign its rights and obligations to any entity in which the Company or an entity affiliated with the Company, has a majority ownership interest.

16. Notices.  Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid.  Notices or other communication directed to you shall be addressed to your home address most recently communicated to the Company in writing.  Notices or other communication directed to the Company shall be addressed to the Company’s corporate headquarters and directed to the attention of the Company’s General Counsel.

17. Entire Agreement.  This Agreement, the agreements governing your Company equity awards, the Indemnity Agreement and the Employee Inventions and Confidentiality Agreement set forth the terms of your employment with the Company and supersede any prior representations or agreements, whether written or oral.  This Agreement may not be modified or amended except by a written agreement signed by you and the Company.

18. Section 280G Parachute Payments.  In the event that the severance and other benefits provided for in this Agreement or otherwise payable or provided to you constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code, (the “Code”) then, unless the Company and you otherwise agree in writing, the determination of your excise tax liability and the amount required to be paid shall be made in writing by an accountant chosen by the Company, which shall be from one of the six largest national accounting firms (an “Accountant”).  For purposes of its calculations, the Accountant may make reasonable assumptions and approximations concerning applicable taxes and may rely on interpretations of the Code for which there is a “substantial authority” tax reporting position.  The Company and you shall furnish to the Accountant such information and documents as the Accountant may reasonably request in order to make its determinations.  The Company shall bear all costs the Accountant may reasonably incur in connection with any calculations contemplated hereunder.  The Accountants shall provide their calculations, together with detailed supporting documentation, to the Company and you within thirty (30) calendar days after the date on which the Accountants have been engaged to make such determinations or such other time as requested by the Company or you.  Any good faith determinations of the Accountants made hereunder shall be final, binding and conclusive upon the Company and you.  In the event the Company’s securities are Tradable, if any parachute payments will be subject to the excise taxes under Section 4999 of the Code, then the parachute payments will be payable to you either in full or in such lesser amounts as would result, after taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, on your receipt on an after-tax basis of the greatest amount of payments and other benefits, by reducing payments in the following order:  first a pro rata reduction of (i) cash payments subject to Section 409A of the Code as deferred compensation and (ii) cash payments not subject to Section 409A of the Code, and second a pro rata cancellation of (i) equity award compensation subject to Section 409A of the Code as deferred compensation and (ii) equity award compensation not subject to Section 409A of the Code.  In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant.  “Tradable” means “readily tradable on an established securities market or otherwise,” as described in Section 1.280G-1, Q/A-6 of the Treasury Regulations under Section 280G of the Code.  For the avoidance of doubt, all excise tax liabilities under Section 4999 of the Code shall remain your sole responsibility and you shall not be entitled to any excise tax gross-up.

19. Section 409A.  To the extent (a) any payments to which you become entitled under this Agreement, or any agreement or plan referenced herein constitute deferred compensation subject to Section 409A of the Code and (b) you are deemed at the time of such termination of employment to be a “specified” employee under Section 409A of the Code, then such payment or payments will not be made or commence until the earlier of (i) the expiration of the six (6)-month period measured from the date of your separation from service and (ii) the date of your death following such separation from service; provided, however, that such deferral will be effected only to the extent required to avoid adverse tax treatment to you, including (without limitation) the additional twenty percent (20%) tax for which you would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral.  Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph will be paid to you or your beneficiary in one lump sum (without interest).  No severance benefits to be paid or provided to you will be paid or otherwise provided until you have a “separation from service” within the meaning of Section 409A of the Code.  For purposes of this Agreement, any reference to “termination,” “terminate,” “resign,” “resignation” or any similar term shall be construed to mean a “separation from service” within the meaning of Section 409A of the Code.  To the extent required for compliance with Section 409A of the Code, in no event will a Corporate Transaction be deemed to have occurred if such transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of the assets of” the Company as determined under Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).  For the avoidance of doubt, to the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A of the Internal Revenue Code, any such reimbursements payable pursuant to this Agreement shall be paid no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and the right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit.  To the extent that any provision of this Agreement is ambiguous as to its exemption or compliance with Section 409A, the provision will be read in such a manner so that all payments hereunder are exempt from Section 409A to the maximum permissible extent, and for any payments where such construction is not tenable, that those payments comply with Section 409A to the maximum permissible extent.  To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment will be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A.  Payments pursuant to this Agreement (or referenced in this Agreement) are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the regulations under Section 409A.  Notwithstanding the foregoing, in the event the Company determines that any compensation or benefits payable under this Agreement may be subject to Section 409A, the Company will work in good faith with you to adopt such amendments to this Agreement, or to adopt such policies and procedures or take such other actions that the Company determines are necessary or appropriate, to avoid the imposition of taxes under Section 409A.

20. Choice of Law.  This Agreement is made and entered into in the State of Texas, and shall in all respects be interpreted, enforced and governed by and under the laws of the State of Texas (but not including any choice of law rule thereof that would cause the laws of another jurisdiction to apply).

21. Arbitration and Class Action Waiver.  To the extent permitted by applicable law, you and the Company agree to submit to mandatory binding arbitration any and all claims arising out of or related to your employment with the Company and the termination thereof, including, but not limited to, claims for unpaid wages, wrongful termination, torts, stock or stock options or other ownership interest in the Company, and/or discrimination (including harassment) based upon any federal, state or local ordinance, statute, regulation or constitutional provision, except that each party may, at its, his or her option, seek injunctive relief in court related to the improper use, disclosure or misappropriation of a party’s private, proprietary, confidential or trade secret information (collectively, “Arbitrable Claims”).  Further, to the fullest extent permitted by law, you and the Company agree that no class or collective actions can be asserted in arbitration or otherwise.  All claims, whether in arbitration or otherwise, must be brought solely in your or the Company’s individual capacity, and not as a plaintiff or class member in any purported class or collective proceeding.

22. Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.