Attached files
| file | filename |
|---|---|
| EX-31.2 - EX-31.2 - GREEN DOT CORP | v59452exv31w2.htm |
| EX-31.1 - EX-31.1 - GREEN DOT CORP | v59452exv31w1.htm |
| EX-32.1 - EX-32.1 - GREEN DOT CORP | v59452exv32w1.htm |
| EX-32.2 - EX-32.2 - GREEN DOT CORP | v59452exv32w2.htm |
| EX-10.2 - EX-10.2 - GREEN DOT CORP | v59452exv10w2.htm |
| 10-Q - FORM 10-Q - GREEN DOT CORP | v59452e10vq.htm |
Exhibit 10.1
2011 Executive Officer Incentive Bonus Plan
| To: | Executive officers |
| From: | Compensation Committee, Board of Directors |
| Date: | January 1, 2011 |
| Re: | Incentive Bonus Pay for 2011 |
This document outlines the incentive bonus plan for executive officers of Green Dot Corporation
(“Green Dot”) for 2011 (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.
The Compensation Committee (the “Committee”) of Green Dot’s Board of Directors 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 Compensation Committee; provided, however, that no amendment may increase any
Corporate Objective without the consent of the participants.
In order to be eligible to participate in the Plan an individual must be an employee 90 days before
the close of the cycle and employed at the time of payment.
Executive Officer Incentive Bonus Plan
Bonuses will be paid on a semi-annual basis (on or around August 15, 2011 and February 15, 2012)
based upon Green Dot’s achievement of corporate profit goals for 2011.
Actual bonus paid = (Target Bonus) x (% Achievement of Corporate Objectives)
Target bonus
The target bonus is the amount that an employee is eligible to achieve, typically stated as a
percentage of base salary or a flat dollar amount in the employee’s offer letter or employment
agreement. Since the bonus is paid on a semi-annual basis, the target bonus would be the
percentage multiplied by the salary that the employee earned during the previous 6-month period.
If the employee’s target bonus is stated as a fixed dollar amount, the target bonus would be 50% of
that amount.
Achievement of Corporate Objectives
The % Achievement of Corporate Objectives factor is based upon the company’s achievement of its
profit before tax (as defined below) target for the relevant 6-month period, and is calculated
according to the table below:
| Profit Before Tax, % of Management Plan | Bonus Adjustment Factor | |
<90% |
0% | |
90-100% |
100% - 5 x (100% - PBT) | |
100+% |
100% |
As the table above describes, if the company’s profit before tax is less than 90% of target, no
participant under the Plan will receive any bonus. Participants can achieve 100% of their target
bonus amount under this Plan only if the company achieves 100% of its target PBT. However, the
Committee may exercise discretion to exclude certain items from the calculation of profit before
tax for purposes of the Plan.
For purposes of the Plan, “PBT” means the amount of income before income taxes for the applicable
six-month period reflected in Green Dot’s consolidated statements of operations less the impact of
the stock-based compensation and other non-recurring items, net of the related tax impact. PBT is
after accruing for the semi-annual bonus due participants under the Plan. Other non-recurring items
to be excluded from income before income taxes for purposes of computing PBT are subject to the
review and approval of the Committee.
Recoupment
In the event that (i) achievement of the PBT target(s) under the Plan is determined 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.
General
Nothing contained herein shall be construed as conferring upon any participant the right to
continue in the employ of Green Dot as an employee.
The Plan shall be binding upon and inure to the benefit of Green Dot, its successors and assigns
and 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.
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