Annual Revenue Milestones as a % of Target Revenue

This document outlines the incentive bonus plan for executive officers of Green Dot Corporation (“Green Dot”) for 2016 (the “Plan”). For purposes of the Plan, “executive officer” means an executive officer of Green Dot who has been designated by the Committee (as defined below) as a participant in the Plan (“Participant”).

  

The Compensation Committee (the “Committee”) of Green Dot’s Board of Directors (the “Board”) will administer the Plan. Subject to the general purposes, terms and conditions of the Plan, the Committee shall have authority to implement and carry out the Plan, including authority to construe and interpret the Plan. All questions of interpretation or construction of the Plan shall be determined by the Committee. The Committee reserves the right at any time during the year to modify the Plan in total or in part. This Plan may be amended, suspended or terminated at any time at the sole and absolute discretion of the Committee.

In order to be eligible to participate in the Plan, a Participant must be (i) an employee 90 days before the close of the Bonus Period (as defined below) and (ii) employed at the time of payment.

Bonuses will be paid on an annual basis based upon Green Dot’s achievement of Annual Revenue threshold, as set forth herein, which is measured as of the end of the Bonus Period. Bonuses will be paid soon after the Audit Committee of the Board has approved Green Dot’s final 2016 financial statements, which should be during the first quarter of 2017. The following formula will be used to determine each executive officer’s annual bonus payout.

The target bonus is the target amount that a Participant is eligible to receive, stated as a percentage of base salary. For 2016, the Committee has established a target bonus amount for each Participant equal to a percentage of his or her 2016 base salary.

For 2016, the amount of the bonus, if any, is based on the Annual Revenue milestones set forth in the table below. The Committee has established a target dollar amount of Annual Revenue for 2016 (“Target Revenue”) and communicated it to the Participant in connection herewith.

No bonus shall be payable if Green Dot fails to achieve the threshold level of Annual Revenue set forth in the table below (i.e., Annual Revenue must equal 96.099% of Target Revenue). The table below summarizes the performance and payout curve.

As illustrated in the table above, Participants can achieve 100% of their target bonus amount under this Plan if Green Dot’s Annual Revenue is 100% of Target Revenue for 2016. The minimum bonus payable is 50% of a Participant’s target bonus upon Green Dot achieving 96.099% of Target Revenue, and the maximum bonus payable is 150% of a Participant’s target bonus upon Green Dot achieving 104.057% of Target Revenue. For example, a Participant with a $250,000 annual base salary and 65% target bonus for 2016 would receive a bonus of $162,500 if Green Dot achieved 100% of Target Revenue ($250,000 (base salary) x 65% target bonus (% of base salary) x 100% (Payout Multiplier).

“Annual Revenue” means the amount of total operating revenue for the year ending December 31, 2016 reflected in Green Dot’s consolidated statements of operations less the impact of stock-based retailer incentive compensation expense and other non-recurring items. The Committee shall establish the Annual Revenue target and communicate it to Participants.

“Base Salary” means the base pay earned during the performance cycle, January 1, 2016 through December 31, 2016. It includes those items considered part of base salary, including retroactive pay, vacation pay, sick pay and holiday pay. It does not include any stock-based compensation earnings.

“Bonus Period” means the period of time from January 1, 2016 to December 31, 2016.

“Payout Multiplier” means the percentage set forth in the table above based on Green Dot’s achievement of Annual Revenue.

In the event that (i) achievement of the Annual Revenue metric under the Plan is based on financial results that were subsequently the subject of a substantial restatement of Green Dot financial statements filed with the Securities and Exchange Commission and (ii) a Participant’s fraud or intentional illegal conduct materially contributed to such financial restatement, then, in addition to any other remedies available to Green Dot under applicable law, to the extent permitted by law and as the Board of Directors, in its sole discretion, determines appropriate, Green Dot may require recoupment of all or a portion of any after-tax portion of any bonus paid to such participant under the Plan, less compensation that would have been earned by the individual based upon the restated financial results. Notwithstanding the foregoing, Green Dot may, in its sole discretion, implement any recoupment or clawback policies or make any changes to any of its existing recoupment or clawback policies, as Green Dot deems necessary or advisable in order to comply with applicable law or regulatory guidance (including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act)

Nothing contained herein shall be construed as conferring upon any participant the right to continue in the employ of Green Dot as an employee and employment with Green Dot is employment at-will, terminable by either party at any time for any reason.

The Plan shall be binding upon and inure to the benefit of Green Dot, its successors and assigns and, with respect to any earned but unpaid bonus, to the participant and his or her heirs, executors, administrators and legal representatives. The Plan shall be construed in accordance with and governed by the laws of the State of California.

No amounts payable under the Plan shall be funded, set aside or otherwise segregated prior to payment. The obligation to pay bonus amounts shall at all times be an unfunded and unsecured obligation of Green Dot, and Green Dot shall not be required to incur indebtedness to fund any bonus amounts under the Plan unless otherwise directed to do so by the Committee. Participants shall have the status of general creditors. The Plan is not qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended, and is not subject to any provisions of the Employee Retirement Income Security Act of 1974.

Any questions regarding this Plan should be directed to Green Dot’s Compensation Committee of the Board of Directors.