exv10w14






Exhibit 10.14




Description of FY2010 Management Cash Incentive Compensation Plan




     Green Dot Corporation (the “Company”) utilizes cash bonuses, paid to pursuant to a cash
incentive compensation plan (the “Management Cash Incentive Compensation Plan”), to incentivize
participants to achieve company and/or individual performance goals on a semi-annual basis, and to
reward extraordinary accomplishments. Bonus targets for variable cash incentive awards are
established annually, following the end of the fiscal year, and the Company pays bonuses following
the applicable performance period (i.e., the first and second halves of each fiscal year).



     Each participant’s on-target bonus amount is a pre-determined amount that is intended to
provide a competitive level of compensation if the participant achieves his or her performance
targets. The actual amount of any variable cash incentive award paid to a participant could be less
than 100% of the applicable on-target bonus amount, depending on the percentage of achievement of
corporate performance and individual objectives. The Management Cash Incentive Compensation Plan
provides that the amount of the actual bonus payment cannot exceed the on-target bonus amount.



     Performance targets consist of one or more company performance objectives and/or individual
objectives. The Company’s board of directors approves a financial plan for the Company for each
fiscal year and that action resets the Management Cash Incentive Compensation Plan for that year,
thereby establishing the corporate performance objective(s) under the Management Cash Incentive
Compensation Plan. The Company may also set individual objectives under the Management Cash
Incentive Compensation Plan to promote achievement of non-financial operational goals. According to
the Management Cash Incentive Compensation Plan, these individual objectives should be: directly or
indirectly linked to the achievement of company performance objectives; aspirational (i.e., their
achievement should represent a bonus-worthy accomplishment); and linked to the participant’s job
description and direct responsibilities.



     The
Company calculates all variable cash incentive awards under the Management Cash Incentive
Compensation Plan by multiplying the participant’s on-target bonus amount by the percentage of
achievement of corporate objectives and, if applicable, by the percentage of achievement of
individual objectives (“IOP”). In order to provide for an appropriate incentive effect, the goals
should be such that to achieve 100% of the objective, the performance for the applicable period
must be aligned with the Company financial plan, and the participant should not be rewarded for
Company performance that did not approximate the Company financial plan. Accordingly, participants
are paid nothing if the minimum achievement threshold level of a particular goal is not met (i.e.,
is less than 90% of the target). Any particular individual objective that is achieved at less than
90% of the target for that objective will also be counted as zero, causing the amount that has been
allocated to the IOP for that objective to be zero and thereby reducing the IOP.