16. Stock-Based Compensation

The Cash America International, Inc. 2014 Long-Term Incentive Plan (the “2014 LTIP”) became effective on May 22, 2014 when it was approved by the shareholders of the Company, and the 2014 LTIP will terminate May 21, 2024, unless terminated earlier by the Board of Directors. The Company’s previous long-term incentive plan, the Cash America International, Inc. First Amended and Restated 2004 Long-Term Incentive Plan, as amended, terminated on April 21, 2014 in accordance with the provisions of that plan, and no new awards may be made under that plan. Under the 2014 LTIP, the Company is authorized to issue up to 3,400,000 shares of its common stock, and awards that may be granted under the 2014 LTIP include incentive stock options (intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended), nonqualified stock options, stock appreciation rights, performance units, restricted stock, RSUs and other share-based or share-related awards or in connection with Director Deferred Shares. As of December 31, 2015, there were 2,677,126 shares available for future grants under the 2014 LTIP.

The Company has granted RSU awards to Company officers, certain employees and to non-management members of the Board of Directors. Each vested RSU entitles the holder to receive a share of common stock of the Company, except for certain RSUs that entitle the holder to receive a share of common stock of the Company and a fractional share of Enova common stock, as described below. RSUs granted in 2015 were granted under the 2014 LTIP. RSU awards granted in 2015 to Company officers and certain employees vest over a four-year period, and shares will be issued upon vesting of the RSUs. RSU awards granted in 2015 to members of the Board of Directors vest on the last day of each of the first 12 calendar months beginning with the month in which the awards were granted, and shares will be issued 13 months after the grant date, unless the director has elected to defer the issuance to a later date. For certain RSU awards granted to some officers in 2003, shares will be issued for vested RSUs upon the officer’s separation from employment with the Company. In addition, for RSU awards granted prior to 2015, some officers and members of the Board of Directors have elected to defer receipt of shares to be issued under vested RSUs to dates that are later than the vesting date set forth in the award agreement. As of December 31, 2015, the outstanding RSUs granted to Company officers and certain employees had original vesting periods ranging from two to 15 years and remaining vesting periods of up to four years.

In connection with the Enova Spin-off, the RSUs that were outstanding as of November 13, 2014 will be payable by the Company in both shares of Company common stock and Enova common stock, subject to the terms of the Company’s long-term incentive plans and the applicable award agreements. The delivery of the Enova shares will occur periodically based on the vesting terms of the award agreements. See Note 9 for more information about the shares of Enova common stock that the Company has retained for delivery under the LTIPs.

In accordance with ASC 718, the total grant date fair value of RSU grants is amortized to expense based on the requisite service period, which is in line with the applicable vesting period for each award, and the grant date fair value of each RSU is based on the Company’s closing stock price on the day before the grant date. For those RSU awards granted prior to the Enova Spin-off, the Company’s closing stock price used to measure the grant date fair value has not been adjusted for the Enova Spin-off. For RSU awards granted before 2015 to executive officers of the Company, a portion of these annual RSU grants vests over time, and another portion vests subject to the Company’s achievement of certain performance objectives over a three-year period (“Performance RSUs”). RSU awards granted in 2015 to executive officers did not include Performance RSUs. For Performance RSUs, the total grant date fair value is based on the Company’s estimate at the time of the grant of the most probable outcome expected to be achieved. The grant date fair values of the Performance RSUs granted in 2013 and 2014 were based on the maximum number of RSUs that may vest under the award. Expense for Performance RSUs is recognized over the vesting period and is adjusted for current expected performance levels. All RSU awards granted are subject to clawback provisions.

Compensation expense for RSUs totaled $6.3 million ($4.0 million net of related taxes), $4.1 million ($2.6 million net of related taxes) and $4.6 million ($2.9 million net of related taxes) for the years ended December 31, 2015, 2014 and 2013, respectively. Total estimated future compensation costs related to RSUs as of December 31, 2015 were $14.5 million, which will be recognized over a weighted average vesting period of approximately 3.3 years.

The following table summarizes the RSU activity for the years ended December 31, 2015, 2014 and 2013:



	Year Ended December 31,
	2015				2014				2013
	Units		Weighted Average Fair Value at Date of Grant ^(a)		Units		Weighted Average Fair Value at Date of Grant ^(a)		Units		Weighted Average Fair Value at Date of Grant ^(a)
Outstanding at beginning of year	1,116,893		$	29.36	766,695		$	36.06	772,322		$	32.57
Units granted	292,776		22.53		666,172		27.22		190,846		49.82
Shares issued ^(b)	(112,757	)	37.08		(154,851	)	40.32		(127,087	)	34.48
Units forfeited	(109,128	)	32.35		(161,123	)	41.90		(69,386	)	37.91
Outstanding at end of year	1,187,784		$	26.67	1,116,893		$	29.36	766,695		$	36.06
Units vested at end of year	290,754		$	25.70	303,276		$	25.50	311,546		$	24.98

^(a) For RSU awards granted prior to the Enova Spin-off, the weighted average fair value at date of grant is based on the price of the Company's common stock and has not been adjusted for the Enova Spin-off.

^(b) Shares issued only include the Company’s common shares issued to satisfy RSU awards. See below or in Note 9 for information on the shares of Enova common stock distributed to satisfy applicable RSU awards.

The Company satisfies its RSU awards by reissuing the Company’s common shares held in treasury when RSU awards vest and are issued. In addition, when RSU awards vest and are issued, RSU recipients may elect to have the Company withhold shares as partial payment of taxes for their issued RSUs, and the shares withheld remain in treasury. For the years ended December 31, 2015, 2014 and 2013, the Company withheld 30,836, 42,499 and 33,479 shares, respectively, of its common stock valued at approximately $0.7 million, $1.5 million and $1.6 million, respectively, as partial payment of taxes upon issuance of shares for RSUs.

With respect to RSU awards that are payable in shares of Company stock and Enova stock, the Company distributes shares of Enova common stock that the Company has retained for delivery under the LTIPs. When Enova shares are distributed for vested RSUs, the recipients may elect to have the Company withhold shares as partial payment of taxes for their Enova shares distributed for vested RSUs, and the withheld Enova shares are sold immediately by the Company pursuant to the requirements of the Private Letter Ruling obtained from the Internal Revenue Service in connection with the Enova Spin-off. For the year ended December 31, 2015, the Company distributed 90,052 shares of Enova common stock in connection with vested RSU awards and withheld and sold 31,264 shares of Enova common stock as partial payment of taxes. See Note 9 for additional information on the Company’s shares of Enova common stock.

The RSUs forfeited for the year ended December 31, 2015 were primarily related to shares forfeited by employees who left the Company in 2015 and to a grant of Performance RSUs made to executive officers for which the performance measures were not met on the vesting date, which was January 1, 2015.

As of December 31, 2015, the outstanding RSU awards had an aggregate intrinsic value of $38.8 million, which included $35.6 million and $3.2 million related to Company common stock and Enova common stock, respectively. As of December 31, 2015, the outstanding vested deferred RSU awards had an aggregate intrinsic value of $10.4 million, including $8.7 million and $1.7 million related to Company common stock and Enova common stock, respectively.