X0206 3 2017-03-27 0 0001606363 Green Bancorp, Inc. GNBC 0001543671 Earley Terry C/O GREEN BANCORP, INC. 4000 GREENBRIAR HOUSTON TX 77098 0 1 0 0 Chief Financial Officer Common Stock, par value $0.01 per share 25000 D Common Stock Option (right to buy) 17.30 2027-04-04 Common Stock, par value $0.01 per share 70000 D Includes 10,000 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the common stock of Green Bancorp, Inc. (the "Company"). The restricted stock unit grant will vest in 4 equal annual installments beginning on April 4, 2019 (each, a "Time-Based Vesting Date"), provided that the reporting person continues to be in the employ or service of the Company on each Time-Based Vesting Date. The vested shares will be issued to the reporting person on the first business day following the vesting dates. Consists of 70,000 time-based options granted under the 2014 Omnibus Equity Incentive Plan of which 1/3 will vest in equal installments on each of April 4, 2019, 2020 and 2021. /s/ Elizabeth Vandervoort, as attorney-in-fact for Terry Earley 2017-04-07