CASH DEF 14A Report ended Sept. 30, 2019

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•	Elect three (3) directors, each for a term of three (3) years;

•	Approve, by a non-binding advisory vote, the compensation of our “named executive officers” (a “Say-on-Pay” vote);

•	Recommend, by a non-binding advisory vote, the frequency of future advisory votes on the compensation of our “named executive officers” (a “Say-on-Pay Frequency” vote); and

•	Ratify the appointment by the Board of Directors of the independent registered public accounting firm Crowe LLP as the independent auditors of the Company’s financial statements for the year ending September 30, 2020.

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VOTE BY TELEPHONE OR INTERNET - All stockholders of record can vote by touchtone telephone from the U.S. using the toll free telephone number on the proxy card, or over the Internet using the procedures and instructions described on the proxy card. Beneficial owners may vote by telephone or Internet if their broker or other intermediary makes those methods available, in which case the broker or other intermediary will enclose the instructions with the proxy materials. The telephone and Internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to vote their shares of Meta Financial Common Stock, and to confirm that their instructions have been recorded properly.

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IN PERSON - All stockholders of record may vote in person at the Annual Meeting. If you plan to attend the Annual Meeting and wish to vote in person, we will give you a ballot at the Annual Meeting. However, if your shares of Meta Financial Common Stock are held in the name of your broker, bank or other nominee, you must bring valid picture identification and an authorization letter from the broker, bank or nominee indicating that you were the beneficial owner of Meta Financial Common Stock on the Record Date if you wish to vote in person.

•	BY WRITTEN PROXY - All stockholders of record can vote by written proxy card, if they have requested to receive printed proxy materials. If you are a beneficial holder and you requested to receive printed proxy materials, you will receive a written proxy card and a voting instruction form from your broker or other intermediary.

•	submitting a new proxy with a later date by following the instructions provided in the Notice or the proxy card (which must be received before the start of the Annual Meeting);

•	notifying the Corporate Secretary of Meta Financial in writing, at MetaBank Corporate Services, 5501 South Broadband Lane, Sioux Falls, South Dakota, 57108, before the Annual Meeting that you have revoked your proxy (the notification must be received by the close of business on February 24, 2020); or

•	voting in person at the Annual Meeting (but attendance at the Annual Meeting will not by itself revoke a proxy).

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•	those persons or entities (or group of affiliated persons or entities) known by management to beneficially own more than 5% of outstanding Meta Financial Common Stock;

•	each director and director nominee of Meta Financial;

•	each named executive officer ("NEO") of Meta Financial named in the Summary Compensation Table appearing under “Executive Compensation” below; and

•	all of the current executive officers and directors of Meta Financial as a group.

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(1)	Except as otherwise indicated in the table, the address for each director and executive officer is c/o Meta Financial Group, Inc., 5501 South Broadband Lane, Sioux Falls, South Dakota 57108.

(2)	The address for BlackRock, Inc. is BlackRock, Inc., 55 East 52nd Street, New York, NY 10055. The information with respect to BlackRock, Inc. was obtained from a Schedule 13F filed with the SEC by BlackRock, Inc. on November 8, 2019.

(3)	The address for The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. The information with respect to The Vanguard Group was obtained from a Schedule 13F filed with the SEC by The Vanguard Group on November 14, 2019.

(4)

Includes 326,655 shares held by a trust of which Mr. Tull is the sole trustee and a co-beneficiary, 336,999 shares, respectively, held by a trust of which Mr. Tull's spouse serves as a trustee and Mr. Tull and his spouse are co-beneficiaries, 26,795 shares held in a private foundation of which Mr. Tull has the ability to vote and direct share activity and 10,000 shares which are held by a trust of which Mr. Tull serves as a trustee.

(5)	Includes 17,886 shares which Mr. Hanson has the right to acquire pursuant to stock options within 60 days after the Record Date and 394,622 shares which are held by a trust of which Mr. Hanson is a trustee.

(6)	Includes 101,343 shares and 21,356 shares, which are held by two separate trusts of which Mr. Haahr is a trustee.

(7)	Includes 58,226 shares held by a trust of which Mr. Kramer is the sole trustee and sole beneficiary and 25,800 shares held by a trust of which Mr. Kramer's spouse serves as the sole trustee and sole beneficiary.

(8)	Consists of shares held by a trust of which Mr. Stork is a co-trustee.

(9)

Includes shares held directly, as well as jointly with family members or held by trusts, with respect to which shares the Company’s directors and executive officers may be deemed to have sole or shared voting or investment power. Includes options to acquire an aggregate of 17,886 shares of Meta Financial Common Stock exercisable within 60 days after the Record Date. Does not include Mr. Haahr since, as of the date of this proxy statement, he is not an executive officer or director of the Company.

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•	each non‑employee director must hold a minimum number of shares of our Common Stock having a market value equal to three times each such director’s annual cash retainer;

•	our President and Chief Executive Officer must hold a minimum number of shares of our Common Stock having a market value equal to five times such officer’s annual base salary;

•	our Chief Financial Officer must hold a minimum number of shares of our Common Stock having a market value equal to three times such officer’s annual base salary;

•	our other executive officers must hold a minimum number of shares of our Common Stock having a market value equal to one times such officer's annual base salary;

•	the minimum stock ownership levels must be achieved by each non‑employee director and executive officer listed above within five years of the effective date of such guidelines;

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until such minimum stock ownership requirement is met, each non‑employee director and executive officer subject to these guidelines must hold at least fifty percent (50%) of the net shares of Common Stock owned by such director and executive officer as of January 1, 2018, the effective date of the guidelines. For this purpose, the term “net shares” of Common Stock includes shares held outright, stock equivalents (e.g., stock units), shares held in benefit plans and unvested restricted stock, but such term excludes unexercised stock options and unvested performance awards;

•	to the extent these guidelines would place a severe hardship on such executive officer or non‑employee director, the Compensation Committee will make the final decision as to developing an alternative stock ownership guideline that reflects both the intention of these guidelines and the personal circumstances of such executive officer or non‑employee director; and

•	the Compensation Committee will review progress towards satisfying such guidelines at least annually.

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•	The Audit Committee has reviewed and discussed with the Company’s management the Company’s fiscal 2019 audited consolidated financial statements;

•	The Audit Committee has discussed with Crowe LLP, the Company’s independent registered public accounting firm, the matters required to be discussed by Auditing Standard No. 1301- Communications with Audit Committee issued by the Public Company Accounting Oversight Board (“PCAOB”);

•	The Audit Committee has received the written disclosures and letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm their independence; and

•	Based on the review and discussions referred to in the three items above, the Audit Committee recommended to the Board of Directors that the fiscal 2019 audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2019.

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(1)	Stock awards of 5,050 shares of the Company’s Common Stock were granted under the Meta Financial Group, Inc. Amended and Restated 2002 Omnibus Incentive Plan (the "2002 Plan") on January 30, 2019 to directors on the Company's Board, vesting immediately

*	The Risk and Credit Committee is a committee of the MetaBank Board of Directors. Current membership of the Committee includes Messrs. Tull (Chair), Moore, Hajek, Kramer and Stork and Mses. Hoople and Shulman.

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(1)	Awards for 2019 reflect the aggregate grant date fair value of awards. The assumptions used in the calculation of these amounts are disclosed in Note 13 to our Consolidated Financial Statements included in our fiscal 2019 Annual Report on Form 10-K.

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(1)	J. Tyler Haahr stepped down as CEO effective October 30, 2018 and remained Chairman of the Board until January 30, 2019, which was the date of the Annual Meeting of Stockholders. Mr. Hanson was appointed CEO effective October 30, 2018.

(2)	Mr. Pharr was appointed Executive Vice President and Head of Governance, Risk and Compliance on February 25, 2019

(3)	Mr. Sharett was appointed Executive Vice President and General Counsel on September 23, 2019 .

(4)	Ms. Winter was appointed Executive Vice President and Chief People Officer on January 13, 2020.

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•	$103.4 million of adjusted net income* for fiscal year 2019, which exceeded our target goal and was above last year’s adjusted net income of $51.6 million

•	Relative total shareholder return at the 83 rd percentile of the Company's comparator groups (pay peers and Russell 2000) for fiscal year 2019, which was above our target of the 50 th percentile of the two comparator groups

•	Link executive pay to company performance through annual and equity incentive awards

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•	Balance short- and long-term incentives, cash and equity and fixed and variable pay

•	Compare executive pay and company performance to relevant peer group companies. To ensure the comparator group fits Meta's changing business mix, the peer group was reviewed and updated during the year as an external perspective in benchmarking target pay

•	Require executives to meet minimum stock ownership requirements

•	Include double-trigger change-in-control provisions in our employment agreements and certain of our restricted stock agreements

•	Provide only limited perquisites

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•	Target pay opportunities for newly hired executives and those with less experience would typically be below the market 50 th percentile

•	Target pay opportunities for executives with significant experience would typically be higher than the market 50 th percentile

•	Actual incentive award payouts will vary from the target pay opportunities based on company and individual performance

•	Target pay opportunities for positions deemed "pivotal" to the strategy may be higher than the market 50 th percentile in total cash compensation

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•	Base salary

•	Annual cash incentive awards

•	Equity incentive awards with multi-year vesting requirements

•	Retirement benefits

•	Limited perquisites and other personal benefits

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(1)	Presented as of the Record Date

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•	A single lump-sum cash payment of $5 million, which was determined based on base salary and target incentive award opportunities for two years and was paid on February 15, 2019;

•	Continued vesting of shares of outstanding restricted stock that were intended to constitute performance-based compensation under Section 162(m) of the Code and that would otherwise vest in a year subsequent to fiscal year 2019, based on the satisfaction of applicable performance requirements;

•	Accelerated vesting of shares of outstanding restricted stock that were not intended to qualify as performance-based compensation under Section 162(m) of the Code; and

•	Continued health care coverage (at the Company's cost) for up to 18 months following the conclusion of his employment with the Company.

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(1)	Awards reflect the aggregate grant date fair value of awards. The assumptions used in the calculation of these amounts are disclosed in Note 13 to our Consolidated Financial Statements included in our fiscal 2019 Annual Report on Form 10-K.

(2)

Includes bonuses paid in shares of restricted stock on October 16, 2018 with respect to the fiscal year ended September 30, 2018, one third of which vested on each of October 16, 2018 and 2019 and one third of which vests on October 16, 2020. For Messrs. Haahr, Hanson and Herrick, includes additional bonuses paid in shares of restricted stock on November 12, 2018, one third of which vested on each of November 12, 2018 and October 16, 2019, and the remaining one-third which vests on October 16 2020. For Mr. Hanson, includes fully vested shares of restricted stock awarded as director compensation with a grant date fair value of $120,594 for 2019. For Mr. Pharr, includes shares of restricted stock awarded as a hiring bonus with a grant date fair value of $486,000, of which shares vest ratably over a five-year period (ending on February 25, 2024).

(3)	Mr. Haahr stepped down from the position of Chief Executive Officer (the "CEO") on October 30, 2018. Mr. Hanson was appointed CEO on October 30, 2018.

(4)

Includes $5,000,000 in a cash severance payment made in accordance with the "Transition and General Release Agreement" dated January 16, 2019, $2,001,019 in payments related to the nonqualified deferred compensation payout described below, $332,250 as a Company contribution to the Benefit Equalization Plan, $51,605 in dividends paid on unvested restricted stock shares, COBRA insurance premiums paid by the Company in accordance with the "Transition and General Release Agreement" noted above, and personal use of company owned auto, personal portion of country club membership costs, life insurance premiums, and a gift card given to all employees as a holiday bonus.

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(5)

Includes $330,997 as a Company contribution to the Benefit Equalization Plan, $57,101 in dividends paid on unvested restricted stock shares, $27,500 for director compensation, $16,128 in personal portion of country club membership dues, $11,000 as a Company contribution to the MetaBank Profit Sharing 401(k) Plan, $11,000 as a Company contribution to the Meta Financial Employee Stock Ownership Plan, life insurance premiums, tax gross up payments and gift cards given to all employees as a holiday bonus and a gift card given for a tenure milestone.

(6)	Includes $137,470 as a Company contribution to the Benefit Equalization Plan, $31,672 in dividends paid on unvested restricted stock shares, $11,000 as a Company contribution to the MetaBank Profit Sharing 401(k) Plan, $11,000 as a Company contribution to the Meta Financial Employee Stock Ownership Plan, life insurance premiums and a gift card given to all employees as a holiday bonus.

(7)

Includes $182,613 as a Company contribution to the Benefit Equalization Plan, $26,286 in dividends paid on unvested restricted stock shares, $11,000 as a Company contribution to the MetaBank Profit Sharing 401(k) Plan, $11,000 as a Company contribution to the Meta Financial Employee Stock Ownership Plan, personal use of company owned auto, payment made to all Crestmark acquired employees as part of a one-time lump sum benefit payment, life insurance premiums, spousal travel, tax gross up payments and a gift card given to all employees as a holiday bonus.

(8)	Includes $25,000 in a one-time signing bonus paid 30 days after employment start date.

(9)	Includes $70,000 in a one-time relocation bonus, $37,364 in tax gross up payments related to the relocation bonus payment and rent benefits, $12,538 in rent benefits, dividends paid on unvested restricted stock shares, life insurance premiums and cell phone reimbursements.

(10)	Includes $18,210 in rent benefits, $10,695 in tax gross up payments related to rent benefits, dividends paid on unvested restricted stock shares, life insurance premiums and a gift card given to all employees as a holiday bonus.

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(1)

For each of Messrs. Hanson, Herrick and Goik, represents cash incentive awards pursuant to the executive’s employment agreement, as discussed above in “Compensation Discussion & Analysis for Fiscal Year 2019 – Incentive Awards.” For each of Mr. Pharr and Ms. Thornsberry , represents cash incentive awards discussed above in the "Compensation Discussion & Analysis for Fiscal Year 2019 - Cash Incentive Awards."

(2)	Awards reflect the aggregate grant date fair value of awards. The assumptions used in the calculation of these amounts are disclosed in Note 13 to our Consolidated Financial Statements included in our fiscal 2019 Annual Report on Form 10-K.

(3)

Represents a portion of total annual equity incentive awards paid in shares of restricted stock on October 16, 2018 with respect to the fiscal year ended September 30, 2018, one-third of such award vested, or is scheduled to vest, on each of October 16, 2018, 2019 and 2020. These awards were granted pursuant to the Company's program of incentive compensation discussed in the “Compensation Discussion & Analysis for Fiscal Year 2018 - Equity Incentive Awards" section of the Company's fiscal year 2018 proxy statement.

(4)

Represents the remaining portion of total annual equity incentive awards paid in shares of restricted stock on November 12, 2018 with respect to the fiscal year ended September 30, 2018, one-third of such award vested on November 12, 2018 and each remaining one-third of the award vesting on each October 16, 2019 and 2020. These awards were granted pursuant to the Company's program of incentive compensation discussed in the "Compensation Discussion & Analysis for Fiscal Year 2018 - Equity Incentive Awards" section of the Company's fiscal 2018 proxy statement.

(5)	These shares vested immediately on January 30, 2019, the date of the grant.

(6)	Represents restricted stock award granted in connection with executive's commencement of employment with the Company. One-fifth of these shares are scheduled to vest on each of February 25, 2020, 2021, 2022, 2023 and 2024, in each case, subject to the executive maintaining continuous service through such five-year period.

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(1)	All of the unexercised option awards are fully vested.

(2)	The dollar value of the awards is calculated using the closing market price of $32.61 per share of our unrestricted common stock on September 30, 2019.

(3)	Per the "Transition and General Release Agreement" for Mr. Haahr, of these shares, 37,503 shares vest on each October 1st for years 2019 through 2020 and 37,497 shares vest on each October 1st for years 2021 through 2024.

(4)	Of these shares, 37,503 shares vest on each October 1 for years 2019 through 2020, 37,497 shares vest on each October 1 for years 2021 through 2024, 11,208 shares vest on October 11, 2019, and 21,877 shares vest on each October 16, 2019 and 2020.

(5)	Of these shares, 22,500 shares vest on each October 1 for years 2019 through 2024, 3,819 shares vest on October 11, 2019, 7,675 shares vest on October 16, 2019 and 7,674 shares vest on October 16, 2020.

(6)	Of these shares, 21,240 shares vest on each August 1 for years 2020 through 2024 and 2657 shares vest on each October 16 for years 2019 and 2020.

(7)	Of these shares, 4,000 shares vest on each February 25 for years 2020 through 2024.

(8)	Of these shares, 7,500 shares vest on September 25, 2020 and 2,545 shares vest on each October 16, 2019 and 2020.

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(1)	The value realized on exercise is calculated by multiplying the number of shares acquired on exercise by the difference between the price per share of Meta Financial Common Stock, as reported on the NASDAQ Stock Market value on the date of exercise and the market value on the date of grant.

(2)	Reflects the market value of the stock awards on the date of vesting, which for each of the awards equals the per share closing price of the Company’s Common Stock as reported by the NASDAQ Stock Market on the vesting date (or previous Friday if the vesting date fell on a weekend).

(1)	Company contributions are reported as “All Other Compensation” in the Summary Compensation Table.

(2)	Pursuant to Internal Revenue Code Section 409A, and given Mr. Haahr's former position as an officer of the Company, Mr. Haahr was considered a "specified employee" of the Company. As such, his full account balance in the Benefit Equalization Plan described previously was distributed to him once six months had lapsed from his date of separation from the Company.

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(1)	Under the executive officer’s employment agreement, “disability” is defined as the executive officer becoming unable to perform the essential functions of the executive officer’s position, with or without reasonable accommodation, due to a mental or physical disability, for a consecutive period of 180 days or for an aggregate of 270 days in any 365-day period.

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(2)

For each of Messrs. Hanson and Herrick, under such executive officer’s employment agreement, the difference between a termination without cause, for good reason, death or disability proximate to (discussed below) a change in control as compared to such a termination that is not proximate to a change in control, is that a termination under such circumstances proximate to a change in control would provide the executive officer with accelerated vesting of all equity awards (regardless of whether any performance conditions have been met). Under Mr. Goik's employment agreement, payments and benefits on a termination without cause or for good reason proximate to a change in control would be the same as a termination without cause or for good reason without a change in control, except that his 24 months of base salary will be paid in a single lump sum if termination is proximate to a change in control. For purposes of these employment agreements, a termination would be “proximate to” a change in control if (1) for Messrs. Hanson and Herrick, the termination of employment occurs within ninety (90) days prior to or within twenty-four (24) months following the consummation of a change in control or (2) for Mr. Goik, the termination of employment occurs within twelve (12) months following the consummation of a change in control. Under each executive officer's employment agreement, if any payments or benefits constitute “parachute payments” within the meaning of Code Section 280G that would be subject to the excise tax imposed under Code Section 4999, the executive officer’s employment agreement provides that, prior to making such payments, a calculation will be made comparing (x) the “net benefit” to the executive officer of the parachute payments after payment of the excise tax to (y) the net benefit to the executive officer if the parachute payments are limited to the extent necessary to avoid being subject to the excise tax. Only if the amount calculated under (x) above is less than the amount under (y) above will the parachute payments be reduced to the minimum extent necessary to ensure that no portion of the parachute payments is subject to the excise tax. “Net benefit” means the present value of the parachute payments net of all federal, state, local, foreign income, employment, and excise taxes. A “change of control” is defined under each of the employment agreements as any one of the following occurrences, subject to exceptions specifically identified in the employment agreements: (a) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act, other than a trustee or other fiduciary holding securities of the Company under an employee benefit plan of the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of the securities of the Company representing more than 50% of (i) the outstanding equity shares or units of the Company or (ii) the combined voting power of the Company’s then-outstanding securities; or (b) the sale or disposition of all or substantially all of the Company’s assets (or any transaction having similar effect is consummated); or (c) the Company is party to a merger or consolidation that results in the holders of voting securities of the Company outstanding immediately prior thereto failing to continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (d) the dissolution or liquidation of the Company. Notwithstanding the foregoing, to the extent amounts of “non-qualified deferred compensation” subject to Section 409A become due to the executive officer in connection with a change of control, then for purposes of such amount, the events otherwise constituting a change of control will only constitute a change of control if they also constitute a “change in control event” (as described in Treas. Reg. Section 1.409A-3(i)(5)(i)) with respect to the Company.

(3)	In the event of an involuntary termination without cause or a termination for good reason, the employment agreements for each of Messrs. Hanson, Herrick and Goik require the execution and non-revocation of a release of claims.

(4)

Under the employment agreements for each of Messrs. Hanson and Herrick, “cause” means or will be deemed to exist if, as determined in the Board’s discretion: (i) the executive officer commits (a) a felony (or procedural equivalent), (b) a crime of moral turpitude, or (c) another crime that is materially injurious to the Company or its affiliates; (ii) in carrying out executive officer’s duties, the executive officer engages in conduct, whether by act or omission, that constitutes gross negligence or willful misconduct; (iii) the executive officer materially breaches any provision of the executive officer’s employment agreement or any material Company policy, and executive officer fails to cure such breach, in each case, to the extent reasonably curable, to the reasonable satisfaction of the Board within thirty (30) days after the executive officer’s receipt of written notice of such breach; (iv) the executive officer refuses to comply with, or repeatedly fails to undertake good faith efforts to comply with, a lawful directive from the Board, and such failure to perform continues for fifteen (15) business days after the executive officer’s receipt of written notice of such failure, provided, however, that the executive officer’s non‑compliance with the Board’s directive will not constitute cause if the executive officer notifies the Board in writing within fifteen (15) days of receiving said directive that the executive officer reasonably believes that performance of such directive would constitute an ethical breach, moral turpitude, gross negligence, fraud, and/or violate any applicable law, and, following such written notification by the executive officer, the Board elects, within the Board's sole and exclusive discretion, to rescind such directive; (v) the executive officer engages, whether by act or omission, in any theft, fraud, misappropriation or embezzlement with respect to the Company or its affiliates or any customer or client thereof or engages in any other misconduct that results in material personal gain to the executive officer at the expense of the Company or its affiliates or material injury (whether monetarily or reputationally) to the Company or its affiliates; (vi) the executive officer’s use of alcohol or drugs (other than consistent with a lawful prescription) which materially impairs the executive officer’s performance of the executive officer’s duties to the Company or its affiliates; (vii) the executive officer’s failure to cooperate in good faith with any governmental or internal investigation regarding the Company or its affiliates; or (viii) the executive officer engages in or displays personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated material duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease‑and‑desist order. Mr. Goik's employment agreement contains a similar definition of "cause"; however, such definition is qualified in its entirety by reference to the full text of Mr. Goik's employment agreement, which was previously filed with the SEC.

(5)

Under the employment agreements for each of Messrs. Hanson and Herrick, “good reason” means the executive officer’s voluntary resignation within 90 days following the occurrence of one or more of the following: (i) a material breach by the Company or MetaBank of any material provision of the executive officer’s employment agreement; or (ii) a material change of the executive officer’s position and/or duties so that the executive officer’s duties are (a) no longer consistent with the position of a senior executive or (b) the executive officer no longer reports to the Board or the executive officer’s then direct supervisor; or (iii) the Company relocates the executive officer’s principal place of work to a location more than ten (10) miles from the Company’s headquarters in Sioux Falls, SD, without such executive officer’s prior written approval. Mr. Goik's employment agreement contains a similar definition of "good reason"; however, such definition is qualified in its entirety by reference to the full text of Mr. Goik's employment agreement, which was previously filed with the SEC.

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(6)

Under the respective employment agreements for each of Messrs. Hanson and Herrick, such individual would be entitled to cash payments equal to the sum of (a) two‑times the executive officer’s annual base salary (at the rate in effect at the time of termination), (b) two‑times the executive officer’s target annual bonus (according to the percentage of base salary in effect at the time of termination), and (c) two-times the executive officer's target special incentive bonus (according to the percentage of base salary in effect at the time of termination), if any, which will be aggregated and paid in a lump sum cash payment within sixty (60) days following the termination date, and subject to required deductions for state and federal withholding tax, social security and all other applicable employment taxes and required deductions. Under Mr. Goik's employment agreement, if Mr. Goik is terminated due to death or disability or without cause or for good reason, Mr. Goik would be entitled to receive continued cash payments of his base salary for a term of twenty-four (24) months, subject to required deductions for state and federal withholding tax, social security and all other applicable employment taxes and required deductions.

(7)

Under the respective employment agreements for each of Messrs. Hanson and Herrick, if such individual is terminated on or after six months following the beginning of the fiscal year in which the termination occurs, such individual would be entitled to a pro-rata bonus payment equal to the product of (x) the annual bonus and the special incentive bonus that the executive officer would have earned for the fiscal year in which the termination occurs based on achievement of the applicable performance goals for such fiscal year and (y) a fraction, the numerator of which is the number of days that the executive officer was employed by the Company during the fiscal year in which the termination occurs and the denominator of which is the total number of days in such fiscal year. Under Mr. Goik's employment agreement, if he is terminated, he would be entitled to a pro-rata bonus payment equal to the product of (x) the annual bonus that he would have earned for the fiscal year in which the termination occurs based on achievement of the applicable performance goals for such year and (y) a fraction, the numerator of which is the number of days that he was employed by the Company during the fiscal year in which the termination occurs and the denominator of which is the total number of days in such fiscal year. The pro-rata bonus payment will be paid, notwithstanding any service requirement, following the last day of the applicable bonus period, not later than the date that annual bonuses are paid to similarly situated executives and in no event later than March 15th of the calendar year immediately following the fiscal year in which the termination date occurs.  The amounts presented are based upon actual bonus payments in both cash and equity for fiscal year 2019.

(8)

Calculated using $32.61, the closing price of the Company’s common stock on September 30, 2019. The amounts represent the value of accelerated unvested shares of restricted stock (and with respect to such shares of restricted stock subject to vesting based upon performance criteria, the assumed achievement of such criteria for only the year in which the termination occurs), determined as to each such award held by the executive officer by calculating $32.61 multiplied by such number of unvested shares of restricted stock. The amounts do not include any value of accelerated unvested stock options as all stock options held by the executive officers at September 30, 2019 were fully vested. Certain outstanding equity compensation awards, other than stock options and stock appreciation rights, that were granted by the Company to each of Messrs. Hanson and Herrick, that were intended to constitute performance-based compensation under Code Section 162(m), and that were otherwise scheduled to vest in a year subsequent to the year of termination of executive officer’s employment, will remain outstanding and fully vest upon satisfaction of the applicable performance requirements underlying such awards, notwithstanding any service requirement; provided, that, if the termination is proximate to a change of control, as described in note (2) to this table, all outstanding equity awards will immediately vest, regardless of whether the performance measures have been met. Any outstanding equity-based compensation awards, including stock options and stock appreciation rights, that were granted by the Company to the executive officer and that are not intended to qualify as performance-based compensation under Code Section 162(m), vest upon a change in control (whether or not in connection with a termination of employment for any reason), and with respect to restricted stock awards, vesting also occurs upon retirement, death or disability (as such terms are defined in the grant agreements and the 2002 Plan) and involuntary termination without cause.

(9)

Under the executive officer’s employment agreement, following a termination due to death, disability, termination without cause or good reason, the Company is required to pay the premiums necessary to continue the executive officer’s group health care coverage (i.e. medical, dental and vision, to the extent applicable) for a period up to eighteen (18) months following the executive officer’s termination of employment. For purposes of this table, monthly premiums were assumed to be $1,982.57 based on the COBRA rate for family coverage in effect on September 30, 2019, which amount, for the purposes of this table, was then multiplied by the maximum 18 month period.

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•	An annual advisory vote on compensation paid to the named executive officers would allow Company stockholders to provide timely and consistent input to the Compensation Committee regarding its corporate governance policies and the Company’s compensation philosophy, policies, plan design and pay practices as disclosed in each year’s proxy statement;

•	A one-year voting cycle provides the Compensation Committee and the Board of Directors with immediate feedback and adequate time to evaluate and respond to stockholder input, to design and implement changes in our executive compensation program based on stockholder input and to obtain stockholder review of any program re-design in the following year; and

•	An annual advisory vote on compensation paid by the Company to its named executive officers provides the highest level of accountability and direct communications between stockholders and the Company by enabling this vote to correspond to the majority of the information presented in the Company’s proxy statement for the applicable stockholders’ meeting.

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•	Audit fees consist of fees for the audit of the Company’s annual financial statements and internal control over financial reporting, review of financial statements included in the Company’s Quarterly Reports on Form 10‑Q, and services normally provided by the independent auditor in connection with statutory and regulatory filings or engagements.

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Audit‑related fees consist of fees for audits of financial statements of the employee benefit plans maintained by the Company, fees related to the Company’s registration statements, fees for professional services rendered for Statement on Standards for Attestation Engagements No. 16 (“SSAE 16”), fees for due diligence services with respect to the Crestmark Acquisition, and assistance with accounting research matters.

•	Tax fees consist of fees for tax consultation and tax compliance services for the Company and the employee benefit plan maintained by the Company.

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