exv10w01






Exhibit 10.01




INDEMNITY AGREEMENT




          This Indemnity Agreement, dated as of                     , 2010 is made by and between Green Dot
Corporation, a Delaware corporation (the “Company”), and                     , a director, officer
or key employee of the Company or one of the Company’s subsidiaries or other service provider
who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).




RECITALS




          A. The Company is aware that competent and experienced persons are increasingly reluctant
to serve as representatives of corporations unless they are protected by comprehensive liability
insurance and indemnification, due to increased exposure to litigation costs and risks resulting
from their service to such corporations, and due to the fact that the exposure frequently bears
no relationship to the compensation of such representatives;




          B. The members of the Board of Directors of the Company (the “Board”) have concluded that
to retain and attract talented and experienced individuals to serve as representatives of the
Company and its Subsidiaries and Affiliates (as defined below) and to encourage such individuals
to take the business risks necessary for the success of the Company and its Subsidiaries and
Affiliates, it is necessary for the Company to contractually indemnify certain of its
representatives and the representatives of its Subsidiaries and Affiliates, and to assume for
itself maximum liability for Expenses and Other Liabilities (each as defined below) in
connection with claims against such representatives in connection with their service to the
Company and its Subsidiaries and Affiliates;




          C. Section 145 of the Delaware General Corporation Law (“Section 145”), empowers the
Company to indemnify by agreement its officers, directors, employees and agents, and persons who
serve, at the request of the Company, as directors, officers, employees or agents of other
corporations, partnerships, joint ventures, trusts or other enterprises, and expressly provides
that the indemnification provided thereby is not exclusive; and




          D. The Company desires and has requested Indemnitee to serve or continue to serve as a
representative of the Company and/or the Subsidiaries or Affiliates of the Company free from
undue concern about inappropriate claims for damages arising out of or related to such services
to the Company and/or the Subsidiaries or Affiliates of the Company.









 









 











AGREEMENT




          NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:




     1. Definitions. As used herein:



          (a) The term “Affiliate” of the Company means any corporation, partnership, limited liability
company, joint venture, trust or other enterprise in respect of which Indemnitee is or was or will
be serving as a director, officer, trustee, manager, member, partner, employee, agent, attorney,
consultant, member of the entity’s governing body (whether constituted as a board of directors,
board of managers, general partner or otherwise), fiduciary, or in any other similar capacity at
the request, election or direction of the Company, and including, but not limited to, any employee
benefit plan of the Company or a Subsidiary or Affiliate of the Company.




          (b) The term “Change in Control” means (i) any “person” (as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a Subsidiary or a
trustee or other fiduciary holding securities under an employee benefit plan of the Company or
Subsidiary, that is or becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act),
directly or indirectly, of securities of the Company representing 20% or more of the total voting
power represented by the Company’s then outstanding capital stock (other than as a result of one or
more of the following: (x) continuing to hold securities acquired prior to the Company’s initial
public offering (the “IPO”); (y) exercise of securities acquired prior to the IPO (and continuing
to hold the securities issued upon exercise thereof); or (z) the exercise of securities issued
under the Company’s equity compensation plans); (ii) during any period of two (2) consecutive
years, individuals who at the beginning of such period constitute the Board and any new director
whose election by the Board or nomination for election by the Company’s stockholders was approved
by a vote of at least two-thirds (2/3) of the directors then still in office who either were
directors at the beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute a majority thereof; (iii) the
stockholders of the Company approve a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation that would result in the outstanding capital
stock of the Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into capital stock of the surviving entity) at least
80% of the total voting power represented by the capital stock of the Company or such surviving
entity outstanding immediately after such merger or consolidation; or (iv) the stockholders of the
Company approve a plan of complete liquidation of the Company or an agreement for the sale or
disposition by the Company (in one transaction or a series of transactions) of all or substantially
all of the Company’s assets.




          (c) The term “Expenses” means all direct and indirect costs of any type or nature whatsoever
(including, without limitation, all attorneys’ fees and related disbursements, and other
out-of-pocket costs), paid or incurred by Indemnitee in connection with either the investigation,
defense or appeal of, or being a witness in a Proceeding (as defined below), or establishing or
enforcing a right to indemnification under this Agreement, Section 145 or
otherwise; provided, however, that Expenses shall not include any judgments, fines, ERISA
excise taxes or penalties or amounts paid in settlement of a Proceeding.




-2-









 








          (d) The term “Indemnifiable Event” means any event or occurrence related to Indemnitee’s
service for the Company or any Subsidiary or Affiliate as an Indemnifiable Person (as defined
below), or by reason of anything done or not done, or any act or omission, by Indemnitee in any
such capacity.




          (e) The term “Indemnifiable Person” means any person who is or was a director, officer,
employee, attorney, trustee, manager, member, partner, consultant, member of an entity’s governing
body (whether constituted as a board of directors, board of managers, general partner or otherwise)
or other agent or fiduciary of the Company or a Subsidiary or Affiliate of the Company.




          (f) The term “Independent Counsel” means legal counsel that has not performed services for the
Company or Indemnitee in the five years preceding the time in question and that would not, under
applicable standards of professional conduct, have a conflict of interest in representing either
the Company or Indemnitee.




          (g) The term “Other Liabilities” means any and all liabilities of any type whatsoever
(including, but not limited to, judgments, fines, penalties, ERISA (or other benefit plan related)
excise taxes or penalties, and amounts paid in settlement and all interest, taxes, assessments and
other charges paid or payable in connection with or in respect of any such judgments, fines, ERISA
(or other benefit plan related) excise taxes or penalties, or amounts paid in settlement).




          (h) The term “Proceeding” means any threatened, pending, or completed action, suit or other
proceeding, whether civil, criminal, administrative, investigative, legislative or any other type
whatsoever, preliminary, informal or formal, including any arbitration or other alternative dispute
resolution and including any appeal of any of the foregoing.




          (i) The term “Subsidiary” means any entity of which more than 50% of the outstanding voting
securities is owned directly or indirectly by the Company.




     2. Agreement to Serve. The Indemnitee agrees to serve and/or continue to serve as an
Indemnifiable Person in the capacity or capacities in which Indemnitee currently serves the Company
as an Indemnifiable Person, and any additional capacity in which Indemnitee may agree to serve,
until such time as Indemnitee’s service in a particular capacity shall end according to the terms
of an agreement, the Company’s Certificate of Incorporation or Bylaws, governing law, or otherwise.
Nothing contained in this Agreement is intended to create any right to continued employment or
other form of service for the Company or a Subsidiary or Affiliate of the Company by Indemnitee.



     3. Mandatory Indemnification.



          (a) Agreement to Indemnify. In the event Indemnitee is a person who was or is a party
to or witness in or is threatened to be made a party to or witness in any Proceeding by reason of
an Indemnifiable Event, the Company shall indemnify Indemnitee from and against
any and all Expenses and Other Liabilities incurred by Indemnitee in connection with
(including in preparation for) such Proceeding to the fullest extent not prohibited by the
provisions of the Company’s Bylaws and the Delaware General Corporation Law (“GCL”), as the same
may be



-3-









 






amended from time to time (but only to the extent that such amendment permits the Company to
provide broader indemnification rights than the Bylaws or the GCL permitted prior to the adoption
of such amendment).




          (b) Exception for Amounts Covered by Insurance and Other Sources. Notwithstanding the
foregoing, the Company shall not be obligated to indemnify Indemnitee for Expenses or Other
Liabilities of any type whatsoever (including, but not limited to judgments, fines, penalties,
ERISA excise taxes or penalties and amounts paid in settlement) to the extent such have been paid
directly to Indemnitee (or paid directly to a third party on Indemnitee’s behalf) by any directors
and officers, or other type, of insurance maintained by the Company.




          (c) Company Obligations Primary. The Company hereby acknowledges that Indemnitee may
have rights to indemnification for Expenses and Other Liabilities provided by a third party (“Other
Indemnitor”). The Company agrees with Indemnitee that the Company is the indemnitor of first
resort of Indemnitee with respect to matters for which indemnification is provided under this
Agreement and that the Company will be obligated to make all payments due to or for the benefit of
Indemnitee under this Agreement without regard to any rights that Indemnitee may have against the
Other Indemnitor. The Company hereby waives any equitable rights to contribution or
indemnification from the Other Indemnitor in respect of any amounts paid to Indemnitee hereunder.
The Company further agrees that no reimbursement of Other Liabilities or payment of Expenses by the
Other Indemnitor to or for the benefit of Indemnitee shall affect the obligations of the Company
hereunder, and that the Company shall be obligated to repay the Other Indemnitor for all amounts so
paid or reimbursed to the extent that the Company has an obligation to indemnify Indemnitee for
such Expenses or Other Liabilities hereunder.




     4. Partial Indemnification. If Indemnitee is entitled under any provision of this
Agreement to indemnification by the Company for some or a portion of any Expenses or Other
Liabilities but not entitled, however, to indemnification for the total amount of such Expenses or
Other Liabilities, the Company shall nevertheless indemnify Indemnitee for such total amount except
as to the portion thereof for which indemnification is prohibited by the provisions of the
Company’s Bylaws or the GCL. In any review or Proceeding to determine the extent of
indemnification, the Company shall bear the burden to establish, by clear and convincing evidence,
the lack of a successful resolution of a particular claim, issue or matter and which amounts sought
in indemnity are allocable to claims, issues or matters which were not successfully resolved.



     5. Liability Insurance. So long as Indemnitee shall continue to serve the Company or
a Subsidiary or Affiliate of the Company as an Indemnifiable Person and thereafter so long as
Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as
a result of an Indemnifiable Event, the Company shall use reasonable efforts to maintain in full
force and effect for the benefit of Indemnitee as an insured (a) liability insurance issued by one
or more reputable insurers and having the policy amount and deductible deemed appropriate by the
Board and providing in all respects coverage at least comparable to and in the same
amount as that provided to the Chairperson of the Board, Chief Executive Officer or Chief
Financial Officer of the Company when such insurance is purchased, and (b) any replacement or
substitute policies issued by one or more reputable insurers providing in all respects coverage at
least comparable to and in the same amount as that being provided to the Chairperson of the



-4-









 







Board, Chief Executive Officer or Chief Financial Officer of the Company when such replacement or
substitute policies are purchased. The purchase, establishment and maintenance of any such
insurance or other arrangements shall not in any way limit or affect the rights and obligations of
the Company or of Indemnitee under this Agreement except as expressly provided herein, and the
execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit
or affect the rights and obligations of the Company or the other party or parties thereto under any
such insurance or other arrangement.



     6. Mandatory Advancement of Expenses.



          (a) Advancement. If requested by Indemnitee, the Company shall advance prior to the
final disposition of the Proceeding all Expenses reasonably incurred by Indemnitee in connection
with (including in preparation for) a Proceeding related to an Indemnifiable Event. Indemnitee
hereby undertakes to repay such amounts advanced if, and only if and to the extent that, it shall
ultimately be determined that Indemnitee is not entitled to be indemnified by the Company under the
provisions of this Agreement, the Company’s Bylaws or the GCL. The advances to be made hereunder
shall be paid by the Company to Indemnitee or directly to a third party designated by Indemnitee
within thirty (30) days following delivery of a written request therefor by Indemnitee to the
Company. Indemnitee’s undertaking to repay any Expenses advanced to Indemnitee hereunder shall be
unsecured and shall not be subject to the accrual or payment of any interest thereon.




          (b) Exception. Notwithstanding the provisions of Section 6(a), the Company shall not
be obligated to make any further advance of Expenses to Indemnitee if any one of the following
determines in good faith that the facts known to them at the time such determination is made
demonstrate clearly and convincingly that Indemnitee acted in bad faith: (i) those members of the
Board consisting of directors who were not parties to the Proceeding for which a claim is made
under this Agreement (“Independent Directors”), even though less than a quorum, (ii) by a committee
of Independent Directors designated by a majority vote of Independent Directors, even though less
than a quorum, (iii) Independent Counsel, by written legal opinion, or (iv) a panel of arbitrators
(one of whom is selected by the Company, another of whom is selected by Indemnitee and the last of
whom is selected by the first two arbitrators so selected). The Company shall have the option to
submit the question of whether Indemnitee has acted in bad faith to one of the four alternative
decision makers set forth in the preceding sentence and to select the decision maker, but following
a favorable determination to Indemnitee rendered by the first decision maker selected, the Company
may not submit the matter to another of the named decision makers. If the Company elects to submit
the matter to Independent Counsel, such counsel shall be selected by Indemnitee and approved by the
Independent Directors or a committee of Independent Directors (which approval may not be
unreasonably withheld). Any decision maker so selected shall render a decision within thirty (30)
days of such decision maker’s selection (which shall include in the case of Independent Counsel or
a panel of arbitrators, when the person or persons acting as such counsel or such panel has or have
been selected as provided above).




          If a decision is made by the decision maker that Indemnitee acted in bad faith, Indemnitee
shall have the right to apply to the Delaware Court of Chancery for the purpose of determining
whether Indemnitee has acted in bad faith.




-5-









 








     7. Notice and Other Indemnification Procedures.



          (a) Notification. Promptly after receipt by Indemnitee of notice of the commencement
of or the threat of commencement of any Proceeding, Indemnitee shall, if Indemnitee believes that
indemnification or advancement of Expenses with respect thereto may be sought from the Company
under this Agreement, notify the Company of the commencement or threat of commencement thereof.
However, a failure so to notify the Company promptly following Indemnitee’s receipt of such notice
shall not relieve the Company from any liability that it may have to Indemnitee except to the
extent that the Company is materially prejudiced in its defense of such Proceeding as a result of
such failure.




          (b) Insurance and Other Matters. If, at the time of the receipt of a notice of the
commencement of a Proceeding pursuant to Section 7(a) above, the Company has director and officer
liability insurance in effect, the Company shall give prompt notice of the commencement of such
Proceeding to the insurers in accordance with the procedures set forth in the respective policies.
The Company shall thereafter take all reasonable action to cause such insurers to pay, on behalf of
Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such
insurance policies.




          (c) Assumption of Defense. In the event the Company shall be obligated to advance the
Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company,
shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the
Company may include the representation of two or more parties by one attorney or law firm as
permitted under the ethical rules and legal requirements related to joint representations.
Following delivery of written notice to Indemnitee of the Company’s election to assume the defense
of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld)
of counsel designated by the Company and the retention of such counsel by the Company, the Company
will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel
subsequently incurred by Indemnitee with respect to the same Proceeding. If (i) the employment of
counsel by Indemnitee has been previously authorized by the Company, (ii) Indemnitee shall have
notified the Board in writing that Indemnitee has reasonably concluded that there is likely to be a
conflict of interest between the Company and Indemnitee in the conduct of any such defense, or
(iii) the Company fails to employ counsel to assume the defense of such Proceeding, the fees and
expenses of Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to
the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for
any such Proceeding at Indemnitee’s expense.




          (d) Settlement. The Company shall not be liable to indemnify Indemnitee under this
Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the
Company’s written consent; provided, however, that if a Change in Control has
occurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in
settlement if the Independent Counsel has approved the settlement. Neither the Company nor
any Subsidiary or Affiliate of the Company shall enter into a settlement of any Proceeding
that might result in the imposition of any Expense, Other Liability, penalty, limitation or
detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without
Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold
consent from any settlement of any Proceeding.




-6-









 








     8. Determination of Right to Indemnification.



          (a) Success on the Merits or Otherwise. To the extent that Indemnitee has been
successful on the merits or otherwise in defense of any Proceeding referred to in Section 3(a)
above or in the defense of any claim, issue or matter described therein, the Company shall
indemnify Indemnitee against Expenses actually and reasonably incurred in connection therewith.




          (b) Indemnification in Other Situations. In the event that Section 8(a) is
inapplicable, the Company shall also indemnify Indemnitee if he or she has not failed to meet the
applicable standard of conduct for indemnification.




          (c) Forum. Indemnitee shall be entitled to select the forum in which determination of
whether or not Indemnitee has met the applicable standard of conduct shall be decided, and such
election will be made from among the following:




               (i) Those members of the Board who are Independent Directors even though less than a quorum;



               (ii) A committee of Independent Directors designated by a majority vote of Independent
Directors, even though less than a quorum; or



               (iii) Independent Counsel selected by Indemnitee and approved by the Board, which approval may
not be unreasonably withheld.



               If Indemnitee is an officer or a director of the Company at the time that Indemnitee is
selecting the forum, then Indemnitee shall not select Independent Counsel as such forum unless
there are no Independent Directors or unless the Independent Directors agree to the selection of
independent counsel as the forum.



               The selected forum shall be referred to herein as the “Reviewing Party”. Notwithstanding the
foregoing, following any Change in Control, the Reviewing Party shall be Independent Counsel
selected in the manner provided in (iii) above.



          (d) As soon as practicable, and in no event later than thirty (30) days after receipt by the
Company of written notice of Indemnitee’s choice of forum pursuant to Section 8(c) above, the
Company and Indemnitee shall each submit to the Reviewing Party such information as they believe is
appropriate for the Reviewing Party to consider. The Reviewing Party shall arrive at its decision
within a reasonable period of time following the receipt of all such information from the Company
and Indemnitee, but in no event later than thirty (30) days following the receipt of all such
information, provided that the time by which the Reviewing Party must reach a decision may be
extended by mutual agreement of the Company and
Indemnitee. The Reviewing Party shall inform the Company and Indemnitee of such decision in
writing in accordance with Section 14 hereof. All Expenses associated with the process set forth
in this Section 8(d), including but not limited to the Expenses of the Reviewing Party, shall be
paid by the Company.




          (e) Delaware Court of Chancery. Notwithstanding a final determination by any
Reviewing Party that Indemnitee is not entitled to indemnification with respect to a specific



-7-









 






Proceeding, Indemnitee shall have the right to apply to the Court of Chancery, for the purpose of
enforcing Indemnitee’s right to indemnification pursuant to this Agreement.




          (f) Expenses. The Company shall indemnify Indemnitee against all Expenses incurred by
Indemnitee in connection with any hearing or Proceeding under this Section 8 or under Section 6(b)
involving Indemnitee and against all Expenses and Other Liabilities incurred by Indemnitee in
connection with any other Proceeding between the Company and Indemnitee involving the
interpretation or enforcement of the rights of Indemnitee under this Agreement unless a court of
competent jurisdiction finds that each of the material claims of Indemnitee in any such Proceeding
was frivolous or made in bad faith.




          (g) Determination of “Good Faith”. For purposes of any determination of whether
Indemnitee acted in “good faith” or acted in “bad faith,” Indemnitee shall be deemed to have acted
in good faith or not acted in bad faith if in taking or failing to take the action in question
Indemnitee relied on the records or books of account of the Company or a Subsidiary or Affiliate of
the Company, including financial statements, or on information, opinions, reports or statements
provided to Indemnitee by the officers or other employees of the Company or a Subsidiary or
Affiliate of the Company in the course of their duties, or on the advice of legal counsel for the
Company or a Subsidiary or Affiliate of the Company, or on information or records given or reports
made to the Company or a Subsidiary or Affiliate of the Company by an independent certified public
accountant or by an appraiser or other expert selected by the Company or a Subsidiary or Affiliate
of the Company, or by any other person (including legal counsel, accountants and financial
advisors) as to matters Indemnitee reasonably believes are within such other person’s professional
or expert competence and who has been selected with reasonable care by or on behalf of the Company.
In connection with any determination as to whether Indemnitee is entitled to be indemnified
hereunder, or to advancement of Expenses, the Reviewing Party, decision maker pursuant to Section
6(b) or court shall presume that Indemnitee has satisfied the applicable standard of conduct and is
entitled to indemnification or advancement of Expenses, as the case may be, and the burden of proof
shall be on the Company to establish, by clear and convincing evidence, that Indemnitee is not so
entitled. The provisions of this Section 8(g) shall not be deemed to be exclusive or to limit in
any way the other circumstances in which Indemnitee may be deemed to have met the applicable
standard of conduct set forth in this Agreement. In addition, the knowledge and/or actions, or
failures to act, of any other person serving the Company or a Subsidiary or Affiliate of the
Company as an Indemnifiable Person shall not be imputed to Indemnitee for purposes of determining
the right to indemnification hereunder.




     9. Exceptions. Any other provision herein to the contrary notwithstanding,



          (a) Claims Initiated by Indemnitee. The Company shall not be obligated pursuant to
the terms of this Agreement to indemnify or advance Expenses to Indemnitee with respect to
Proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense,
except (i) with respect to Proceedings brought to establish or enforce a right to indemnification
under this Agreement, any other statute or law, as permitted under Section 145, or otherwise, (ii)
where the Board has consented to the initiation of such Proceeding, or (iii) with respect to
Proceedings brought to discharge Indemnitee’s fiduciary responsibilities, whether under ERISA or
otherwise, but such indemnification or advancement of Expenses may be provided by the Company in
specific cases if the Board finds it to be appropriate; or




-8-









 








          (b) Section 16(b) Actions. The Company shall not be obligated pursuant to the terms
of this Agreement to indemnify Indemnitee on account of any suit in which judgment is rendered
against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of
securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange
Act of l934 and amendments thereto or similar provisions of any federal, state or local statutory
law; or




          (c) Unlawful Indemnification. The Company shall not be obligated pursuant to the
terms of this Agreement to indemnify Indemnitee for Other Liabilities if such indemnification is
prohibited by law.




     10. Non-exclusivity. The provisions for indemnification and advancement of Expenses
set forth in this Agreement shall not be deemed exclusive of any other rights which Indemnitee may
have under any provision of law, the Company’s Certificate of Incorporation or Bylaws, the vote of
the Company’s stockholders or disinterested directors, other agreements, or otherwise, both as to
acts or omissions in his or her official capacity and to acts or omissions in another capacity
while serving the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person
and Indemnitee’s rights hereunder shall continue after Indemnitee has ceased serving the Company or
a Subsidiary or Affiliate of the Company as an Indemnifiable Person and shall inure to the benefit
of the heirs, executors and administrators of Indemnitee.



     11. Severability. If any provision or provisions of this Agreement shall be held to
be invalid, illegal or unenforceable for any reason whatsoever, (a) the validity, legality and
enforceability of the remaining provisions of the Agreement (including, without limitation, all
portions of any paragraphs of this Agreement containing any such provision held to be invalid,
illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in
any way be affected or impaired thereby, and (b) to the fullest extent possible, the provisions of
this Agreement (including, without limitation, all portions of any paragraphs of this Agreement
containing any such provision held to be invalid, illegal or unenforceable, that are not themselves
invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested
by the provision held invalid, illegal or unenforceable.



     12. Modification and Waiver. No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of
any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any
other provision hereof (whether or not similar) and except as expressly provided herein, no
such waiver shall constitute a continuing waiver.



     13. Successors and Assigns. The terms of this Agreement shall bind, and shall inure
to the benefit of, the successors and assigns of the parties hereto.



     14. Notice. All notices, requests, demands and other communications under this
Agreement shall be in writing and shall be deemed duly given (a) if delivered by hand and a receipt
is provided by the party to whom such communication is delivered, (b) if mailed by certified or
registered mail with postage prepaid, return receipt requested, on the signing by the recipient of
an acknowledgement of receipt form accompanying delivery through the U.S. mail, (c) if served
personally by a process server, or (d) if delivered to the recipient’s address by overnight
delivery (e.g., FedEx, UPS or DHL) or other commercial delivery service. Addresses



-9-









 







for notice to
either party are as shown on the signature page of this Agreement, or as subsequently modified by
written notice complying with the provisions of this Section 14. Delivery of communications to the
Company with respect to this Agreement shall be sent to the attention of the Company’s General
Counsel.



     15. No Presumptions. For purposes of this Agreement, the termination of any
Proceeding, by judgment, order, settlement (whether with or without court approval) or conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption
that Indemnitee did not meet any particular standard of conduct or have any particular belief or
that a court has determined that indemnification is not permitted by applicable law or otherwise.
In addition, neither the failure of the Company or a Reviewing Party or one of the decision makers
described in Section 6(b) to have made a determination as to whether Indemnitee has met any
particular standard of conduct or had any particular belief, nor an actual determination by the
Company including a determination pursuant to Section 6(b), or a Reviewing Party that Indemnitee
has not met such standard of conduct or did not have such belief, prior to the commencement of
Proceedings by Indemnitee to secure a judicial determination by exercising Indemnitee’s rights
under Section 6(b) or 8(e) of this Agreement shall be a defense to Indemnitee’s claim or create a
presumption that Indemnitee has failed to meet any particular standard of conduct or did not have
any particular belief or is not entitled to indemnification under applicable law or otherwise.



     16. Survival of Rights. The rights conferred on Indemnitee by this Agreement shall
continue after Indemnitee has ceased to serve the Company or a Subsidiary or Affiliate of the
Company as an Indemnifiable Person and shall inure to the benefit of Indemnitee’s heirs, executors
and administrators.



     17. Subrogation. Except as otherwise expressly provided in this Agreement, in the
event of payment under this Agreement, the Company shall be subrogated to the extent of such
payment to all of the rights of recovery of Indemnitee, who shall execute all documents required
and shall do all acts that may be necessary to secure such rights and to enable the Company
effectively to bring suit to enforce such rights.



     18. Specific Performance, Etc. The parties recognize that if any provision of this
Agreement is violated by the Company, Indemnitee may be without an adequate remedy at law.
Accordingly, in the event of any such violation, Indemnitee shall be entitled, if Indemnitee so
elects, to institute Proceedings, either in law or at equity, to obtain damages, to enforce
specific performance, to enjoin such violation, or to obtain any relief or any combination of the
foregoing as Indemnitee may elect to pursue.



     19. Counterparts. This Agreement may be executed in counterparts, each of which shall
for all purposes be deemed to be an original but all of which together shall constitute one and the
same agreement. Only one such counterpart signed by the party against whom enforceability is
sought needs to be produced to evidence the existence of this Agreement.



     20. Headings. The headings of the sections and paragraphs of this Agreement are
inserted for convenience only and shall not be deemed to constitute part of this Agreement or to
affect the construction or interpretation thereof.



-10-









 





     21. Governing Law. This Agreement shall be governed exclusively by and construed
according to the laws of the State of Delaware, as applied to contracts between Delaware residents
entered into and to be performed entirely with Delaware.



     22. Consent to Jurisdiction. The Company and Indemnitee each hereby irrevocably
consent to the jurisdiction of the courts of the State of Delaware for all purposes in connection
with any Proceeding which arises out of or relates to this Agreement.



-11-









 





          The parties hereto have entered into this Indemnity Agreement effective as of the date first
above written.



	 	 	 	 	 
	 	GREEN DOT CORPORATION

 	 

	 	 	 
	 	By:  	 	 
	 	Its:  	 	 
	 	 	 	 
	 
	 	INDEMNITEE:

 	 
	 	
 	 
	 
	 	 	 
	Address: 	
 	 
	 	
 	 
	 	 	 




-12-