Exhibit 10.1 


 


TRANSITION AND GENERAL RELEASE AGREEMENT


 


This Transition and General
Release Agreement (“Agreement”) effective as of September 1, 2021 (the “Effective Date”), is entered
into by and among Bradley C. Hanson (“Executive”), an individual; Meta Financial Group Inc., a Delaware corporation
(“Meta Financial”); and MetaBank, N.A., a commercial bank chartered under the laws of the United States (“MetaBank,”
and together with Meta Financial, the “Company”).


 


WHEREAS, Executive and the
Company have entered into an Employment Agreement, dated as of October 1, 2020 (as amended from time to time, the “Employment
Agreement”), pursuant to which Executive currently serves as (i) the Chief Executive Officer (“CEO”) and
President of Meta Financial, (ii) the CEO and Co-President of MetaBank and (iii) a director and officer of certain subsidiaries and affiliates
of Meta Financial, including MetaBank (collectively, the “Company Positions”).


 


WHEREAS, Executive serves
as a member of the Board of Directors of Meta Financial (the “Board”);


 


WHEREAS, Executive and the
Company have agreed that Executive will transition out of the Company Positions, his employment with the Company and his service on the
Board, according to the terms of this Agreement; and


 


WHEREAS, the purpose of this
Agreement is to set forth the terms of such transition.


 


NOW, THEREFORE, in consideration
of the covenants undertaken and the releases contained in this Agreement, Executive and Company agree as follows:


 


1.                 
TRANSITION.  Executive shall continue to hold the Company Positions through September 30, 2021 (the “Transition Date”).
During the period from the Effective Date through the Transition Date (the “Pre-Transition Period”), Executive shall:
(i) continue to receive his base salary at the annual rate in effect as of the date immediately prior to the Effective Date; (ii) continue
to be eligible to receive his annual incentive bonus for the fiscal year ending September 30, 2021, in accordance with the terms of the
Company’s Annual Incentive Plan; and (iii) continue to be eligible to participate in such employee benefit plans, programs and policies
as are available to senior executives of the Company, as well as to receive other applicable executive benefits and perquisites; provided,
however, that Executive shall not be eligible to receive (x) an annual incentive bonus for the fiscal year ending September 30,
2022 or (y) any new grants of equity-based or other long-term compensation under the Company’s 2002 Omnibus Incentive Plan, as amended
from time to time (the “Omnibus Incentive Plan”), or any other long-term incentive plan following the Effective Date.
Except as modified by this Agreement, the terms and conditions of Executive’s employment set forth in the Employment Agreement shall
continue to apply during the Pre-Transition Period.


 






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2.                  SEPARATION.
Effective immediately following the Transition Date, Executive shall resign from all of the Company Positions and terminate his
employment with the Company and each of its affiliates. Notwithstanding the foregoing, the Company may accelerate the Transition
Date and terminate Executive’s employment and all of the Company Positions with the Company immediately in the event that
circumstances constituting “Cause” (as defined in the Employment Agreement) arise or are brought to the
Company’s attention. Executive acknowledges and agrees that, except for the Retirement benefits described below, he shall not
be eligible to receive any severance payments or other termination benefits in connection with the termination of his employment
with the Company, including pursuant to his Employment Agreement. So long as Executive’s employment is not terminated by the
Company for Cause, and subject to (i) Executive’s execution and non-revocation of this Agreement, (ii) Executive’s
execution and non-revocation of a supplemental release agreement in a form substantially similar to the release attached as Exhibit
A hereto, to be entered within twenty-one (21) days following the Transition Date (such supplemental release, the
 “Supplemental Release”) and (iii) Executive’s continued compliance with the terms of this Agreement
and the Employment Agreement, the parties hereto acknowledge and agree that the termination of Executive’s employment with the
Company shall be deemed to be a “Retirement” for purposes of all outstanding grants of equity-based compensation held by
Executive and granted under the Omnibus Incentive Plan. Notwithstanding the foregoing, if Executive breaches the terms of this
Agreement or the terms of the Employment Agreement, or if the Board becomes aware at any time of any facts or circumstances
occurring during Executive’s employment with the Company that constituted Cause, then Executive’s employment shall be
deemed to have been terminated for Cause, Executive shall cease to have any of the rights that would have arisen in connection with
a Retirement, and Executive shall either return to Meta Financial any shares issued to him as a result of his Retirement or repay to
the Company the fair market value of such shares.


 


3.                 
BOARD SERVICE. Executive shall serve on the Board as a nonemployee director from the Transition Date through the 2022 annual meeting
of stockholders of Meta Financial. Executive shall receive a cash and stock retainer for such service in accordance with the nonemployee
director compensation policy of Meta Financial; provided that such retainer shall be prorated for the period of his service as a nonemployee
director. The parties acknowledge and agree that Executive will not seek nomination or be re-nominated for election to an additional term
on the Board at the 2022 annual meeting of stockholders of Meta Financial.


 


4.                  ADVISORY
PERIOD. During the period commencing immediately following the Transition Date and ending on December 31, 2022 (the
 “Advisory Period”), the Company shall engage the Executive as a Strategic Advisor. Either Executive or the
Company may terminate the Advisory Period prior to December 31, 2022 upon at least sixty (60) days’ notice to the other party; provided, however,
that the Company may terminate the Advisory Period and Executive’s services with the Company immediately in the event that
circumstances constituting Cause arise or are brought to the Company’s attention. As Strategic Advisor, Executive shall
provide certain advisory services to the Board and to Executive’s successor as CEO and President of the Company (the
 “New CEO”), including: (i) integrating the New CEO into his or her new role, serving as a mentor and counselor to
the New CEO and, at the request of the Board or the New CEO, other members of management; (ii) upon request of the Board or the New
CEO, working with the Board the New CEO or other members of management designated by the New CEO to develop strategy and key partner
relationships and (iii) performing other limited responsibilities and special projects as may be determined and assigned by the
Board and the New CEO. During the Advisory Period, Executive shall be entitled to receive a consulting fee at a rate of $57,500 per
month, but shall not be entitled to any other compensation or benefits (including an annual incentive bonus, grants of equity-based
compensation, employee benefits or executive perquisites). During the Advisory Period, Executive shall provide services to the
Company as an independent contractor and not as an employee, and shall not have any right, power, or authority to create any
obligation, express or implied, on behalf of the Company. Executive shall be solely responsible for any taxes resulting from the
compensation paid during the Advisory Period and agrees to file all such forms and pay all such taxes as may be required.


 






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5.                 
CONFIDENTIALITY.  Executive will not respond to or in any way participate in or contribute to any public discussion, notice
or other publicity concerning or in any way relating to the execution of this Agreement or the events including any negotiations which
led to its execution.


 


6.                 
REAFFIRMATION OF COVENANTS. Executive agrees that, notwithstanding any provision of this Agreement, the obligations contained in
Section 8 of the Employment Agreement, including those relating to confidentiality, intellectual property, non-competition, non-interference,
non-disparagement and return of company property, shall remain in full force and effect following the termination of Executive’s
employment with the Company, pursuant to the terms and conditions related thereto in the Employment Agreement; provided, however,
that (i) the “Restricted Period,” as defined in Section 8(c) of the Employment Agreement, shall commence on the last day of
the Advisory Period and (ii) the Company agrees that it shall waive and not seek to enforce the terms of the non-competition agreement
set forth in the Employment Agreement with respect to any business arrangement in which the Company itself is a direct participant, including
any such arrangement with BAHU Processing, LLC, Global Recash and/or Bankaool S.A. Institucion de Banco Multiple, or any of their affiliates,
in relation to a remittance program.


 


7.                 
COOPERATION. For a period of 12 months after the last day of the Advisory Period, Executive shall, upon reasonable notice, assist
in the transition of his job duties by furnishing the Company with such information related to the Company as may be in Executive’s
possession or control, and cooperate with the Company in any reasonable manner that the Company may request, including without limitation
conferring with the Company with regard to any litigation, claim, investigation or dispute in which the Company is or may become a party.
The Company shall schedule any such cooperation with due regard to Executive’s professional and personal obligations, and shall
reimburse Executive for all reasonable out-of-pocket expenses incurred by Executive in fulfilling Executive’s obligations under
this provision.


 


8.                  GENERAL
RELEASE AND DISCHARGE.  Except for those obligations created by or arising out of this Agreement for which receipt or
satisfaction has not been acknowledged herein, Executive on behalf of Executive and Executive’s decedents, dependents, heirs,
executors, administrators, assigns, and successors, and each of them, hereby covenants not to sue and fully releases and discharges
the Meta Financial and each of its subsidiaries and affiliates, past and present, and each of them, as well as its and their
trustees, directors, officers, agents, attorneys, insurers, employees, stockholders, representatives, assigns and  successors,
past and present and each of them, hereinafter together and collectively referred to as “Releasees,” with respect
to and from any and all claims, promises, sums of money, entitlements, compensation, benefits, employment and severance agreements,
wages, demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, debts, costs,
expenses, attorneys’ fees, damages, judgments, orders and liabilities, of whatever kind or nature in law, equity or otherwise,
whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden (collectively,
 “Claims”), which Executive now owns or holds or has at any time heretofore owned or held as against said
Releasees, arising out of or any way connected with Executive’s employment relationship with the Company or the separation of
Executive’s employment or any other transactions, occurrence, actions, omissions or any loss, damage or injury whatever, known
or unknown, suspected or unsuspected, resulting from any act or omission, by or on the part of said releases, or any of them,
committed or omitted prior to the date of this Agreement.


 






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Executive specifically understands
and agrees that this waiver, release and discharge includes, without limitation:


 


		a)	All claims arising under federal, state or local laws prohibiting employment discrimination such as, without
limitation,



 


		i.	The Age Discrimination in Employment Act (ADEA);



 


		ii.	The Older Workers Benefit Protection Act (OWBPA);



 


		iii.	Title VII of the Civil Rights Act of 1964;



 


		iv.	The Civil Rights Act of 1991;



 


		v.	The Americans With Disabilities Act, as amended (ADA);



 


		vi.	The Equal Pay Act;



 


		vii.	The Family and Medical Leave Act;



 


		viii.	The Worker’s Adjustment and Retraining Notification Act (WARN);



 


		ix.	The Occupational Safety and Health Act;



 


		x.	The South Dakota Human Relations Act and the fair employment practices laws of the state or states in
which Executive has been employed by the Company or any of its subsidiaries or other affiliates;



 


		b)	Claims for breach of contract, either express or implied;



 


		c)	Claims for personal injury, harm or damages, whether intentional or unintentional;



 


		d)	Claims growing out of any legal restrictions on the right to terminate Executive, including any claim
for wrongful discharge;



 


		e)	Claims for benefits, including those arising under the Employee Retirement Income Security Act of 1974;



 


		f)	Claims relating to the Employment Agreement or any money owed to Executive under that Employment Agreement,
except to the extent incorporated in this Agreement by reference; and



 


		g)	For any other claim arising up to and through the date of this Agreement.



 






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Executive agrees not to litigate
any such claims except for breach or validity of this Agreement. Nothing in this Agreement shall be construed to prohibit Executive from
filing a charge with or participating in any investigation or proceeding conducted by any federal, state or local agency. The Company
and Executive agree that by entering into this Agreement, Executive does not waive claims that may arise after the date the Agreement
is executed or any claim for COBRA continuation coverage rights or any vested rights under any applicable pension plan.


 


9.                 
RIGHT TO CONSULT WITH ATTORNEY.  Executive acknowledges that Executive has a right to consult with an attorney or any other
advisor, counselor or consultant of Executive’s choosing prior to signing this Agreement and that Executive is hereby advised in
writing to consult with an attorney prior to executing this Agreement.


 


10.             
WAIVER OF CLAIMS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT AND THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990.  Notwithstanding
anything in this Agreement to the contrary, Executive understands this voluntary waiver releases the Company of any and all claims under
the Age Discrimination in Employment Act (ADEA) and the Older Workers Benefit Protection Act of 1990 (OWBPA) and that Executive has been
given twenty-one (21) days to sign this Agreement after it has been received in order to consider all its terms fully.    Executive
may revoke Executive’s acceptance of this Agreement at any time within seven (7) days following execution of this Agreement and
the Agreement shall not become effective or enforceable until expiration of this seven (7) day period (the “Revocation Period”). 
Should Executive revoke this Agreement during the Revocation Period, this entire Agreement shall be deemed null and void.  This waiver
does not apply to rights or claims under the ADEA and OWBPA that may arise after the date the waiver is executed.  If Executive desires
to revoke this Agreement, revocation may be made by a written revocation delivered to General Counsel, MetaBank, 5501 South Broadband
Lane, Sioux Falls, SD  57108.


 


11.             
EMPLOYEE ACKNOWLEDGMENTS.  Prior to signing this Agreement, Executive acknowledges that Executive has read and carefully considered
this Agreement, and had an opportunity to ask questions about it and to discuss this Agreement with Executive’s attorney, advisor,
counselor, consultant or other person of Executive’s choosing.  Executive acknowledges that Executive is signing this Agreement
freely and voluntarily. 


 


12.              COMPLETE
AGREEMENT.  This Agreement constitutes and contains the entire agreement and final understanding concerning Executive’s
employment, separation from the same, and the other subject matters addressed herein between the parties, except that the provisions
relating to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), set forth in Section 6 of
the Employment Agreement, the indemnification provisions set forth in Section 7 of the Employment Agreement, the restrictive
covenants (including confidentiality, intellectual property, non-interference, non-competition and non-disparagement) and other
obligations (including the provisions regarding return of company property and post-separation cooperation) set forth in Section 8
of the Employment Agreement, the dispute resolution provisions set forth in Section 10 of the Employment Agreement, the clawback
provision set forth in Section 12(e) of the Employment Agreement and the directors’ and officers’ liability insurance
provision set forth in Section 12(h) of the Employment Agreement shall remain in full force and effect. It is intended by the
parties as a complete and exclusive statement of the terms of the Employment Agreement.  It supersedes and replaces all prior
negotiations and all agreements proposed or otherwise, whether written or oral, concerning the subject matters hereof.  Any
representation, promise or agreement not specifically included in this Agreement shall not be binding upon or enforceable against
either party.  This is a fully integrated agreement. To the extent there is any conflict between this Agreement and the
Employment Agreement, this Agreement shall govern.


 






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13.             
 SEVERABILITY AND INVALID PROVISIONS.  If any provision of this Agreement or the application hereof is held invalid,
the invalidity shall not affect other provisions or applications of the Agreement which can be given effect without the invalid provisions
or applications and to this end, the provisions of this Agreement are declared to be severable.


 


14.             
CHOICE OF LAW / CONSENT TO JURISDICTION.  This Agreement shall be deemed to have been executed and delivered from the State
of South Dakota, and the rights of obligations of the parties hereunder shall be construed and enforced in accordance with and governed
by the laws of the State of South Dakota without regard to the principles of conflicts of law.  EMPLOYEE AND THE COMPANY
WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIMS AND CAUSES OF ACTION ARISING UNDER THIS AGREEMENT, AND AGREE TO HAVE ANY MATTER
HEARD AND DECIDED SOLELY BY A COURT OF COMPETENT JURISDICTION.  Except for suits seeking injunctive relief or specific performance,
any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Sioux Falls,
South Dakota in accordance with the Employment Arbitration rules of the American Arbitration Association then in effect.  Judgment
may be entered on the arbitrator’s award in any court having jurisdiction.  Each party shall bear its own expenses in any arbitration
convened pursuant to this Section and shall split evenly the costs of the arbitration; provided, however, that the Company
will pay the costs of such arbitration to the extent necessary as a condition precedent to enforce this arbitration obligation.


 


15.             
JOINT PREPARATION OF AGREEMENT.  Each party has cooperated in drafting the preparation of this Agreement.  Hence, any
construction to be made of this Agreement shall not be construed against any party on the basis that the party was the drafter.


 


16.             
WAIVER OF BREACH – EFFECT.  No waiver of any breach of any term or provision of this Agreement shall be construed to
be, nor shall be, a waiver of any other breach of this Agreement.  No waiver shall be binding unless in writing and signed by the
party waiving the breach.


 


17.             
FURTHER EXECUTIONS.  All parties agree to cooperate fully and to execute any and all supplementary documents to make all additional
actions that may be necessary or appropriate to give full force to the basic terms intended of this Agreement which are not inconsistent
with its terms.


 


18.             
HEADINGS NOT BINDING.  The use of headings in this Agreement is only for ease of reference and the headings have no effect
and are not to be considered part or a term of this Agreement.


 






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19.             
 MISCELLANEOUS.  The Agreement may be executed in identical counterparts, which together shall constitute a single agreement. 
Facsimile, pdf, and other true and correct photostatic copies of the Agreement shall have the same force and effect as originals hereof. 
Wherever the context so requires, the masculine gender includes the feminine or neuter, and the singular number includes the plural and
conversely.  References to “including” shall mean “including, without limitation.”  The Agreement shall
be binding on and inure to the benefit of the executors, heirs, administrators, successors and assigns of Executive and the successors
and assigns of the Company and shall inure to the benefit of the respective executors, heirs, administrators, successors and assigns of
the Company.  Each of the parties released hereunder are intended third party beneficiaries and shall have full rights to enforce
this Agreement against Executive.


 


20.             
409A. It is the intent of the parties that no payments be subject to the additional tax on deferred compensation imposed by Section
409A of the Code.  Notwithstanding the foregoing, the Company does not guarantee, and none of the Company or any person or entity
released hereunder guarantee, that any payment hereunder complies with or is exempt from Section 409A of the Code and no such person or
entity, nor their executives, directors, officers, employees, members or affiliates shall have any liability with respect to any failure
of any payments or benefits herein to comply with or be exempt from Section 409A of the Code.  Each payment or benefit hereunder
will be a separate and distinct payment in a series of separate payments for purposes of Section 409A of the Code. To the extent any amount
payable by the Company under this Agreement or any other plan or agreement constitutes the payment of nonqualified deferred compensation,
within the meaning of Section 409A of the Code, that under the terms of this Agreement or such other plan or agreement would be payable
prior to the six-month anniversary of Executive’s separation from service, within the meaning of Section 409A of the Code, such
payment shall be delayed until the earlier to occur of (i) the six-month anniversary of Executive’s separation from service or (ii)
the date of Executive’s death.


 


Signatures appear on following page


 






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I
have read the Agreement, I accept and agree to the provisions it contains, and hereby execute it voluntarily with full understanding of
its consequences.  For the purpose of implementing a full, knowing and complete release and discharge of the parties, persons and
entities released hereunder, Executive expressly acknowledges that the Agreement is intended to include in its effect, without limitation,
all claims which Executive does not know or suspects to exist in Executive’s favor at the time of execution hereof, and that the
Agreement contemplates the extinguishment of any such claim.


 


Executed this 1st day of September, 2021.


 


 


 


 


 


	/s/
    Bradley C. Hanson	 
	Executive	 
	 	 
	META
    FINANCIAL GROUP INC.	 
	 	 
	By: 	/s/ Frederick V. Moore	 
	 	 
	Its: 	Chair of the Compensation Committee of the Board of Directors	 
	 	 
	METABANK,
    N.A.	 
	 	 
	By:	 /s/ Douglas J. Hajek	 
	 	 
	Its: 	Chair of the Board of Directors	 




 






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EXHIBIT A


 


Form of Supplemental Release Agreement


 


This Supplemental Release
Agreement (the “Supplemental Release”) is made by and among Bradley C. Hanson (“Executive”), Meta
Financial Group Inc., a Delaware corporation (“Meta Financial”) and MetaBank, N.A., a commercial bank chartered under
the laws of the United States (“MetaBank,” and together with Meta Financial, the “Company”), as
of [__________], 2021 (the “Separation Date”) in connection with the termination of Executive’s employment with
the Company and all subsidiaries and affiliates of the Company.


 


Except for those obligations
created by or arising out of the Transition and General Release Agreement made as of September 1, 2021 by and among Executive and the
Company (the “Transition Agreement”) for which receipt or satisfaction has not been acknowledged therein, Executive
on behalf of Executive and Executive’s decedents, dependents, heirs, executors, administrators, assigns, and successors, and each
of them, hereby covenants not to sue and fully releases and discharges Meta Financial and each of its subsidiaries and affiliates, past
and present, and each of them, as well as its and their trustees, directors, officers, agents, attorneys, insurers, employees, stockholders,
representatives, assigns and  successors, past and present and each of them, hereinafter together and collectively referred to as
 “Releasees,” with respect to and from any and all claims, promises, sums of money, entitlements, compensation, benefits,
employment and severance agreements, wages, demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action,
obligations, debts, costs, expenses, attorneys’ fees, damages, judgments, orders and liabilities, of whatever kind or nature in
law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden (collectively,
 “Claims”), which Executive now owns or holds or has at any time heretofore owned or held as against said Releasees,
arising out of or any way connected with Executive’s employment relationship with the Company or the separation of Executive’s
employment or any other transactions, occurrence, actions, omissions or any loss, damage or injury whatever, known or unknown, suspected
or unsuspected, resulting from any act or omission, by or on the part of said releases, or any of them, committed or omitted prior to
the Separation Date.


 


Executive specifically understands
and agrees that this waiver, release and discharge includes, without limitation:


 


		a)	All claims arising under federal, state or local laws prohibiting employment discrimination such as, without
limitation,



 


		i.	The Age Discrimination in Employment Act (ADEA);



 


		ii.	The Older Workers Benefit Protection Act (OWBPA);



 


		iii.	Title VII of the Civil Rights Act of 1964;



 


		iv.	The Civil Rights Act of 1991;



 


		v.	The Americans With Disabilities Act, as amended (ADA);



 






     


     


    

 


		vi.	The Equal Pay Act;



 


		vii.	The Family and Medical Leave Act;



 


		viii.	The Worker’s Adjustment and Retraining Notification Act (WARN);



 


		ix.	The Occupational Safety and Health Act;



 


		x.	The South Dakota Human Relations Act and the fair employment practices laws of the state or states in
which Executive has been employed by Company or any of its subsidiaries or other affiliates;



 


		b)	Claims for breach of contract, either express or implied;



 


		c)	Claims for personal injury, harm or damages, whether intentional or unintentional;



 


		d)	Claims growing out of any legal restrictions on the right to terminate Executive, including any claim
for wrongful discharge;



 


		e)	Claims for benefits, including those arising under the Employee Retirement Income Security Act of 1974;



 


		f)	Claims relating to the Employment Agreement or any money owed to Executive under that Employment Agreement,
except to the extent incorporated in this Agreement by reference; and



 


		g)	For any other claim that may arise up to and through the Separation Date.



 


Executive agrees not to litigate
any such claims except for breach or validity of the Transition Agreement. Nothing in this Agreement shall be construed to prohibit Executive
from filing a charge with or participating in any investigation or proceeding conducted by any federal, state or local agency. The Company
and Executive agree that by entering into this Supplemental Release, Executive does not waive claims that may arise after the Separation
Date or any claim for COBRA continuation coverage rights or any vested rights under any applicable pension plan.


 


Other than accrued but unpaid
base salary through the Separation Date and any other accrued amounts to which Executive may be entitled in connection with the termination
of his employment pursuant to the applicable Company plan, policy or arrangement, Executive represents and warrants that Executive has
been paid all wages due and owing from the Company, including but not limited to overtime, in accordance with the Fair Labor Standards
Act, and has received any and all benefits for which Executive would be eligible under the Family and Medical Leave Act.


 


Notwithstanding anything
in this Supplemental Release or the Transition Agreement to the contrary, Executive understands this voluntary waiver releases the
Company of any and all claims under the Age Discrimination in Employment Act (ADEA) and the Older Workers Benefit Protection Act of
1990 (OWBPA) and that Executive has been given twenty-one (21) days to sign this Supplemental Release after it has been received in
order to consider all its terms fully.  Executive may revoke Executive’s acceptance of this Supplemental Release
at any time within seven (7) days following execution of this Supplemental Release and the Supplemental Release shall not become
effective or enforceable until expiration of this seven (7) day period (the “Revocation Period”).  Should
Executive revoke this Supplemental Release during the Revocation Period, this entire Supplemental Release shall be deemed null and
void.  This waiver does not apply to rights or claims under the ADEA and OWBPA that may arise after the date the Supplemental
Release is executed.  If Executive desires to revoke this Supplemental Release, revocation may be made by a written revocation
delivered to General Counsel, MetaBank, 5501 South Broadband Lane, Sioux Falls, SD  57108.


 


Signatures appear on following page


 






     


     


    

 


I
have read the Supplemental Release, I accept and agree to the provisions it contains, and hereby execute it voluntarily with full understanding
of its consequences.  For the purpose of implementing a full, knowing and complete release and discharge of the parties, persons
and entities released hereunder, Executive expressly acknowledges that the Supplemental Release is intended to include in its effect,
without limitation, all claims which Executive does not know or suspects to exist in Executive’s favor at the time of execution
hereof, and that the Supplemental Release contemplates the extinguishment of any such claim.


 


Executed this ____ day of ______________, 20_____.


 


	 	 
	Executive	 
	 	 
	META
    FINANCIAL GROUP INC.	 
	 	 
	By:	 	 
	 	 
	Its:	Chair
    of the Compensation Committee of the Board of Directors	 
	 	 
	METABANK,
    N.A.	 
	 	 
	By:	 	 
	 	 
	Its:	Chair
    of the Board of Directors