On April 13, 2017, Green Dot Corporation (the Company) entered
into an employment agreement with Mark L. Shifke, the Companys
Chief Financial Officer (the Employment Agreement), in connection
with its previously-disclosed Chief Financial Officer transition
plan. The Employment Agreement governs the terms of Mr. Shifkes
continued employment with the Company as its Chief Financial
Officer and provides for the entry into a 12-month term
employment agreement (the Transitional Employment Agreement),
effective upon the date his successor commences employment with
the Company (the CFO Termination Date).

Salary and Bonus

to the Employment Agreement, Mr. Shifke will continue to receive
an annual base salary of $450,000 while serving as the Companys
Chief Financial Officer. In addition, Mr. Shifke will continue to
be eligible for an annual performance bonus under the Companys
2017 Executive Officer Incentive Bonus Plan, with a target amount
equal to 50% of his annual base salary. Upon the CFO Termination
Date and subject to Mr. Shifkes execution of a release of claims
and entry into the Transitional Employment Agreement, Mr. Shifke
would be entitled to receive an annual base salary of $450,000
for the 12-month term thereunder and, to the extent earned, the
annual performance bonus he would have earned under the Companys
2017 Executive Officer Incentive Bonus Plan had he remained the
Companys Chief Financial Officer for all of 2017 (the 2017
Bonus).

Benefits Upon Termination

At the end of the term of Mr. Shifkes employment under the
Transitional Employment Agreement (the Transitional Employment
Period) and subject to his execution of a release of claims, the
Company has agreed to fully accelerate the vesting of equity
awards that would have fully vested under pre-existing severance
arrangements had the Company terminated Mr. Shifkes employment
without cause (as defined in the standard form of severance
agreement the Company entered into with its executive officers in
connection with the Companys initial public offering) (the
Acceleration Benefits). For more information regarding the
pre-existing severance arrangements, please refer to pages 61 and
62 of the Companys definitive proxy statement for its 2017 Annual
Meeting of Stockholders, filed with the Securities and Exchange
Commission (the SEC) on April 13, 2017 and the Companys Form 8-K
filed with the SEC on May 26, 2016. In addition, if Mr. Shifkes
employment with the Company is terminated without cause under the
Transitional Employment Agreement prior to the end of the
Transitional Employment Period, subject to his execution of a
release of claims, he will be entitled to receive the balance of
any salary he would have received over the remainder of the
Transitional Employment Period, the 2017 Bonus (to the extent
earned and not previously paid) and the Acceleration Benefits.
Similarly, if his employment is terminated without cause under
the Employment Agreement, subject to his execution of a release
of claims, Mr. Shifke will be entitled to receive the salary he
would have received over the Transitional Employment Period, the
2017 Bonus (to the extent earned and not previously paid) and the
Acceleration Benefits.

The foregoing descriptions of the Employment Agreement and
Transitional Employment Agreement are qualified in their entirety
by reference to the Employment Agreement and Transitional
Employment Agreement which are being filed together as Exhibit
10.01 to this Current Report on Form 8-K and are incorporated
herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.