Green Dot 2011 Annual Report Download - page 96

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Our management concluded that, as of December 31, 2011, our internal control over financial reporting was
effective based on these criteria.
Ernst & Young, LLP, an independent registered public accounting firm, has issued an unqualified opinion on the
effectiveness of our internal control over financial reporting as of December 31, 2011, which is included in Part II, Item
8 of this Annual Report on Form 10-K.
Change in internal control over financial reporting — There was no material change in our internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the three months ended
December 31, 2011 that has materially affected, or is reasonably likely to materially affect, our internal control over
financial reporting.
Limitations on Effectiveness of Controls — Our management, including our Chief Executive Officer and Chief
Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all
errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. Further, the design of a control system must
reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, within our company have been detected.
ITEM 9B. Other Information
Effective February 24, 2012, we entered into a separation agreement with Mark T. Troughton to provide for the
terms of his separation from and associated release of claims against the company. We previously reported Mr.
Troughton's notice of resignation from the company in a Current Report on Form 8-K filed with the Securities and
Exchange Commission on January 13, 2012. Under the agreement, Mr. Troughton will receive a monthly cash
severance payment of $39,583.33 from March 2012 to January 2013 and a bonus payment of $85,215 for the second
half of 2011 under our 2011 Executive Officer Incentive Bonus Plan. In addition, the vesting of any unvested stock
options he held as of the date of the agreement was fully accelerated and the exercise period for all his stock options
was extended to January 10, 2013. Mr. Troughton will also be eligible to continue his group health plan coverage at
his own expense through COBRA. In connection with his entry into the separation agreement, Mr. Troughton entered
into a three-year agreement to vote any shares of our capital stock he now holds, or may acquire, in accordance with
the recommendation of our management or board of directors with respect to each matter on which the holders of
shares of Class A common stock or Class B common stock are entitled to vote.
The foregoing descriptions of the separation agreement and voting agreement are qualified in their entirety by
reference to the Separation Agreement and Release of Claims and Voting Agreement and Irrevocable Proxy, copies
of which are filed as Exhibit 10.28 and 10.29 to this Annual Report on Form 10-K and is incorporated herein by reference.