EXB 10.2 Sam Altman Offer Letter






Exhibit 10.2












Green Dot Corporation
March 5, 2012






By Electronic Mail
Samuel Altman
[Street]
[City, State, ZIP]


Dear Samuel:


The purpose of this letter is to set forth in writing the terms of your offer of employment with Green Dot Corporation (the "Company"). This offer and your employment relationship will be subject to the terms and conditions of this letter.
Your employment with the Company will commence on the closing date of the Company's acquisition of Loopt, Inc. (the "Start Date") and your title will be Senior Vice President, Interactive. In this position, you will be reporting directly to John MacIlwaine. This position is based in Mountain View, California, but your job duties may require travel as needed. 
		
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	Compensation. If you decide to accept our offer, your initial salary will be $150,000 on an annualized basis, less applicable withholdings, payable bi-weekly in accordance with the Company's normal payroll practices. Adjustments to salary or other compensation, if any, will be made by the Company in its sole and absolute discretion. This position is an exempt position, which means you are paid for the job and not by the hour. Accordingly, you will not receive overtime pay. 


		
	2.
	Discretionary Bonus Plan. In addition to your annual salary, you will be eligible to receive an annual bonus of up to $52,500, which will be based upon your achievement of mutually agreed metrics and deliverables. This bonus (and any other bonus for which you may become eligible) will be paid out in accordance with the Company's standard bonus practices and policies (including, but not limited to, the requirement that you be employed by the Company on the date bonuses are regularly paid out to Company employees). 



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	3.
	Stock Options. Subject to the approval of the Company's Board of Directors, you will be granted an option to purchase 60,000 shares of the Company's common stock at an exercise price per share equal to the fair market value of the Company's common stock on the date of grant. This option will be granted under, and subject to the terms and conditions of, the Company' s 2010 Stock Plan (the "Plan").


		
	4.
	Retention Payment. In addition to the compensation terms specified in this letter, you may be eligible to receive certain retention payments under, and subject to the terms of, that certain Retention Agreement between the Company and you (the "Retention Agreement"). This letter does not amend, supersede or otherwise alter that Retention Agreement in any way.


		
	5.
	Fringe Benefits. You will also be entitled to the standard employment benefit package that is available to all Company employees, which is subject to change. This will include Health, Dental and Vision coverage, plus participation in other plans currently maintained by the Company or which may become available to Company employees from time to time. You are also eligible to accrue three weeks of vacation per year, subject to the Company's vacation policy.


		
	6.
	At-Will Employment Relationship. If you accept our offer, your employment with the Company will be "at-will.'' This means you may resign at any time for any reason. Likewise, the Company may terminate the employment relationship at any time, with or without cause or advance notice. In addition, we reserve the right to modify your position, duties, and reporting relationship as needed and to use discretion in deciding on appropriate discipline. Any change to the at-will employment relationship must be by a specific, written agreement signed by you and the Company's CEO. As a professional courtesy, the Company requests that you provide reasonable notice of any voluntary resignation in order to allow the Company time to transition your duties and responsibilities to other employees.


		
	7.
	Conflicts of Interest. During the term of your employment with the Company, you must not engage in any work, paid or unpaid, that creates an actual conflict of interest with the Company. Such work shall include, but is not limited to, directly or indirectly competing with the Company in any way, or acting as an officer, director, employee, consultant, stockholder, volunteer, lender, or agent of any business enterprise of the same nature as, or which is in direct competition with, the business in which the Company is now engaged or in which the Company becomes engaged during the term of your employment with the Company, as may be determined by the Company in its sole discretion. If the Company believes such a conflict exists during the term of this Agreement, the Company may ask you to choose to discontinue the other work or resign employment with the Company.


		
	8.
	Contingencies. Your employment with the Company is conditioned on the following:


		
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	As an employee of the Company, you will have access to certain confidential Company information, client lists, sales strategies and the like and you may, during the course of your employment, develop certain information or inventions, which will be the property of the Company. To protect the interests of the Company, you will need to sign and 



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abide by the enclosed "Employee Inventions and Confidentiality Agreement" as a condition of your employment.
		
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	For purposes of federal immigration law, you will be required to show the Company original documents that verify your identity and your legal right to work in the United States (please bring suitable documentation with you on the first day of employment). If such documentation is not provided to us within three business days of your Start Date, our employment relationship with you may be terminated.


		
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	You must successfully complete a background check.


		
	9.
	Entire Agreement. This letter, including the Employee Inventions and Confidentiality Agreement, sets forth the terms of your employment with the Company and supersedes any prior representations or agreements, whether written or oral, except that this letter does not supersede the Retention Agreement. This letter may not be modified or amended except by a written agreement signed by you and an authorized officer of the Company. 


		
	10.
	Choice of Law. This Agreement is made and entered into in the State of California, and shall in all respects be interpreted, enforced and governed by and under the laws of the State of California.


To indicate your acceptance of the Company's offer. please sign and date this letter in the space provided below and return it either via fax (626-775-6895). mail. or scanned email.


Sincerely, 
/s/ Tiffany Chelsvig, 
Vice President, Human Resources
ACCEPTANCE:
I have read the foregoing letter and agree with the terms and conditions of my employment as set forth. I understand and agree that my employment with the Company is at-will.
	
		
	DATE:
	March 8, 2012

	SIGNATURE:
	/s/ Sam Altman

	NAME (printed):
	Sam Altman







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