8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):

April 22, 2009

CASH AMERICA INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Texas	1-9733	75-2018239
(State of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

1600 West 7th Street

Fort Worth, Texas 76102

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (817) 335-1100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

Cash America International, Inc. First Amended and Restated 2004 Long-Term Incentive Plan

On April 22, 2009, Cash America International, Inc. (the “Company”) held its annual meeting of shareholders (the “2009 Annual Meeting of Shareholders”), at which the shareholders of the Company approved the Cash America International, Inc. First Amended and Restated 2004 Long-Term Incentive Plan (the “Amended and Restated LTIP”). In April 2004, the shareholders of the Company approved the Cash America International, Inc. 2004 Long-Term Incentive Plan (the “LTIP”), and, subject to shareholder approval, the Board of Directors of the Company approved the Amended and Restated LTIP in March 2009. The Amended and Restated LTIP was amended and restated to, among other things, provide for performance units that may be denominated in cash and incorporate amendments made to the LTIP in 2008 to implement the recently effective provisions of Section 409A of the Internal Revenue Code of 1986, as amended, applicable to certain deferred compensation.

The Amended and Restated LTIP will be administered by the Management Development and Compensation Committee of the Board of Directors the (“Committee”). The Committee will be authorized to grant awards in the form of stock options, stock appreciation rights, performance shares, performance units, restricted stock and restricted stock units. In addition, the Committee will have the authority to grant other stock-based awards in the form of common stock or units, the value of which is based in whole or in part on the value of the common stock. The Committee will select grantees from among the employees, officers, directors and consultants of the Company and its subsidiaries. The Amended and Restated LTIP provides that each outside director (as defined in the Amended and Restated LTIP) will automatically be granted restricted stock units for shares of the Company’s common stock on the date of the Company’s annual meeting of shareholders, with a dollar value to be determined by the Board of Directors not to exceed $100,000 per year. Under the Amended and Restated LTIP, each outside director may elect, on an annual basis, to have the payment of all or part of their annual retainer, meeting fees and committee meeting fees deferred in the form of common stock into a Rabbi trust. The Amended and Restated LTIP will expire on April 21, 2014 unless terminated earlier by the Board of Directors.

The approval by shareholders of the Amended and Restated LTIP at the 2009 Annual Meeting of Shareholders also constituted approval of the 2008 Long Term Incentive Plan for Cash America Net Holdings, LLC (the “Net Holdings Plan”), a sub-plan under the LTIP. The Net Holdings Plan was previously approved by the Board of Directors of the Company, subject to shareholder approval of the Amended and Restated LTIP, and became effective as of October 31, 2008 with a termination date of December 31, 2014. All full-time administrative or management employees of CashNetUSA or its subsidiaries and affiliates are eligible to participate in the Net Holdings Plan, which will be administered by the Committee. Under the Net Holdings Plan, the Committee may award a total of up to 1,000,000 units, which shall be valued as specified in the Net Holdings Plan. No units may be awarded after July 31, 2011. Units will vest in increments of 33 ¹/3% on each of the first three anniversaries of the grant date of the award, or will fully vest upon a “change in control” (as set forth in the plan) and will be paid in accordance with the Net Holdings Plan. Any shares granted under the Net Holdings Plan will reduce the awards that may otherwise be made under the Amended and Restated LTIP.

Shares Authorized for Issuance under the Amended and Restated LTIP

At the Company’s 2009 Annual Meeting of Shareholders the shareholders also approved an amendment to the Amended and Restated LTIP to increase the number of shares authorized for issuance by an additional 1,850,000 shares of common stock, which brings the number of shares authorized for issuance under the Amended and Restated LTIP to 2,700,000 (the “Share Increase Amendment”). The aggregate number of shares available for issuance upon approval of the Share Increase Amendment at the 2009 Annual Meeting of Shareholders was 2,194,562. Immediately following the 2009 Annual Meeting of Shareholders, grants of restricted stock units were made to each of the Company’s directors, other than Daniel Feehan, the Company’s Chief Executive Officer and President, in the amount of $60,000 for an aggregate of 19,222 shares of common stock, which reduced the shares available under the Amended and Restated LTIP. The number of shares authorized and available for issuance under the Amended and Restated LTIP will be adjusted in the event of a stock split, stock dividend, recapitalization, reorganization or similar action.

The foregoing description of the Amended and Restated LTIP, as amended by the Share Increase Amendment, and the Net Holdings Plan is qualified in its entirety by reference to the full text of each plan, which is filed as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit	Description
10.1	Cash America International, Inc. First Amended and Restated 2004 Long-Term Incentive Plan, as amended
10.2	Cash America International, Inc. 2008 Long Term Incentive Plan for Cash America Net Holdings, LLC

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CASH AMERICA INTERNATIONAL, INC.
Date: April 28, 2009	By:	/s/ J. Curtis Linscott
		J. Curtis Linscott
		Executive Vice President, General Counsel & Secretary

EXHIBIT INDEX

Exhibit	Description
10.1	Cash America International, Inc. First Amended and Restated 2004 Long-Term Incentive Plan, as amended
10.2	Cash America International, Inc. 2008 Long Term Incentive Plan for Cash America Net Holdings, LLC

EX-10.1

Exhibit 10.1

CASH AMERICA INTERNATIONAL, INC.

FIRST AMENDED AND RESTATED 2004 LONG-TERM INCENTIVE PLAN

[As Amended]

SECTION 1. BACKGROUND AND PURPOSE

The Cash America International, Inc. 2004 Long-Term Incentive Plan was originally established effective April 21, 2004, was amended on January 25, 2006 and on December 23, 2008, and such plan, as previously amended, is hereby amended and restated in its entirety, as provided herein. The purpose of the Plan is to promote the interests of the Company and its stockholders by giving the Company a competitive advantage in attracting, retaining and motivating employees, officers, consultants and Directors capable of assuring the future success of the Company, to offer such persons incentives that are directly linked to the profitability of the Company’s business and increases in stockholder value, and to afford such persons an opportunity to acquire a proprietary interest in the Company.

SECTION 2. DEFINITIONS

“Act” shall mean the Securities Act of 1933, as amended from time to time.

“Affiliate” shall mean any entity that, directly or indirectly through one or more intermediaries, is controlled by, controlling or under common control with the Company.

“Annual Election” shall have the meaning set forth in Section 12(a) below.

“Applicable Laws” shall mean the legal requirements relating to the administration of stock incentive plans, if any, under applicable provisions of federal securities laws, state corporate and securities laws, the Code, the rules of any applicable stock exchange or national market system, and the rules of any foreign jurisdiction applicable to Awards granted to residents therein.

“Award” shall mean a grant or award granted under the Plan, as evidenced by an Award Agreement.

“Award Agreement” shall mean any written agreement, contract or other instrument or document evidencing any Award granted under the Plan. Each Award Agreement shall be subject to the applicable terms and conditions of the Plan and any other terms and conditions (not inconsistent with the Plan) determined by the Committee.

“Board of Directors” shall mean the Board of Directors of the Company.

“Change in Control” shall mean the occurrence of an event with respect to the Company or one or more of its subsidiaries that qualifies under Code §409A as a “change in control event” and is set forth in the applicable Award Agreement or plan document pertaining to the Award.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder.

“Committee” shall mean a committee of Directors designated by the Board to administer the Plan, which shall initially be the Management Development and Compensation Committee of the Board of Directors. The Committee shall be composed of not less than such number of Directors as shall be required to permit Awards granted under the Plan to qualify under Rule 16b-3 and under Section 162(m) of the Code, and each member of the Committee shall be an Outside Director.

“Common Stock” or “Stock” shall mean the Common Stock of the Company.

“Company” shall mean Cash America International, Inc., a Texas corporation.

“Covered Employee” shall mean a Participant designated prior to the grant of an Award by the Committee who is or may be a “covered employee” within the meaning of Section 162(m)(3) of the Code in the year in which any such Award is granted or in the year in which such Award is expected to be taxable to such Participant.

“Designated Beneficiary” shall mean the beneficiary designated by the Participant, in a manner determined by the Committee, to receive amounts due the Participant in the event of the Participant’s death. In the absence of an effective designation by the Participant, the term “Designated Beneficiary” shall mean the Participant’s estate.

“Director” shall mean a member of the Board, including any Outside Director.

“Effective Date” shall have the meaning set forth in Section 15 of the Plan.

“Eligible Individual” shall mean any employee, officer, Director or consultant providing services to the Company or any Affiliate, and prospective employees and consultants who have accepted offers of employment or consultancy from the Company or any Affiliate, whom the Committee determines to be an Eligible Individual.

“Employee” shall mean any person treated as an employee (including an officer or a Director who is also treated as an employee) in the records of the Company or any Affiliate and, with respect to any Incentive Stock Option granted to such person, who is an employee for purposes of Section 422 of the Code; provided, however, that neither service as a Director nor payment of a Director’s fee shall be sufficient to constitute employment for purposes of the Plan. The Company shall determine in good faith and in the exercise of its discretion whether an individual has become or has ceased to be an Employee and the effective date of such individual’s employment or termination of employment without regard to any notice period or period of “garden leave,” as the case may be. For

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purposes of an individual’s rights, if any, under the Plan as of the time of the Company’s determination, all such determinations by the Company shall be final, binding and conclusive, notwithstanding that the Company or any court of law or governmental agency subsequently makes a contrary determination.

“Employer” shall mean the Company or any Affiliate.

“Exercise Price” has the meaning set forth in Section 6 of the Plan.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

“Fair Market Value” shall mean the closing price of the Common Stock on the last day prior to the date in question on which the Stock was traded on the New York Stock Exchange or such other national securities market or exchange as may at the time be the principal market for the Common Stock as designated by the Committee, or if the Shares were not traded on such national securities market or exchange on such date, then on the next preceding date on which the Shares are traded, all as reported by such source as the Committee may select.

“Fees” shall have the meaning set forth in Section 12(a) below.

“Fiscal Year” shall mean the fiscal year of the Company beginning on January 1 and ending on the following December 31.

“Grant Value” shall have the meaning set forth in Section 11(a) below.

“Incentive Stock Option” means any Stock Option granted under Section 6 of the Plan that is designated as, and intended to qualify as, an “incentive stock option” within the meaning of Section 422 of the Code.

“Nonqualified Stock Option” means any Option granted under Section 6 of the Plan that is not an Incentive Stock Option.

“Option” shall mean an Incentive Stock Option or a Nonqualified Stock Option.

“Outside Director” means any Director who qualifies as an “outside director” within the meaning of Section 162(m) of the Code, as a “non-employee director” within the meaning of Rule 16b-3 and as an “independent director” within the meaning of the listing requirements of the New York Stock Exchange or such other national securities market or exchange as may at the time be the principal market for the Common Stock.

“Participant” means an Eligible Individual designated to be granted an Award under the Plan.

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“Performance Cycle” or “Cycle” shall mean the period of time selected by the Committee during which performance is measured for the purpose of determining the extent to which an award of Performance Shares or Performance Units has been earned.

“Performance Goals” shall mean, for a Performance Cycle, the performance goals established by the Committee in connection with the grant of an Award, with such goals to be stated as one or more objective formulas or standards established by the Committee for purposes of determining whether or the extent to which an Award has been earned based on the level of performance attained or to be attained with respect to such goals. In the case of Qualified Performance-Based Awards, (i) the Performance Goals shall be stated in terms of one or more of the following objective measures with respect to the Company or an Affiliate, or an Affiliate, subsidiary, division or department of the Company or an Affiliate: revenue growth; earnings before interest, taxes, depreciation, and amortization; earnings before interest and taxes; operating income; pre- or after- tax income; pre- or after-tax income from continuing operations; pre-or after-tax income excluding extraordinary, unusual or non-recurring items; earnings per share; cash flow; cash flow per share; return on equity; return on invested capital; return on assets; economic value added (or an equivalent metric); share price performance; total shareholder return; improvement in or attainment of expense levels; or improvement in or attainment of working capital levels; (ii) such Performance Goals shall be set by the Committee in writing within the time period prescribed by Section 162(m) of the Code so that the outcome is substantially uncertain at the time the Performance Goals are established; and (iii) after the end of each Performance Cycle, the Committee shall certify in writing the extent to which such Performance Goals were achieved for the Performance Cycle and the amount of the Qualified Performance-Based Award to be paid to each Participant. Such Performance Goals may be expressed in absolute or relative terms, including, without limitation, relative to a base period and/or to the performance of other companies. “Performance Share” shall mean a bookkeeping entry that records the equivalent of one Share granted to a Participant under Section 8 of the Plan.

“Performance Unit” shall mean an Award granted to a Participant under Section 8 of the Plan that is denominated in cash, the amount of which may be based on the achievement of the applicable Performance Goals.

“Plan” shall mean the Cash America International, Inc. 2004 Long-Term Incentive Plan established on April 21, 2004, as amended prior to the date hereof, as the same is amended and restated herein.

“Qualified Performance-Based Award” means an Award of Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units designated as such by the Committee at the time of grant, based upon a determination that (i) the recipient is or may be a Covered Employee in the year in which the Company would expect to be able to claim a tax deduction with respect to such Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units and (ii) the Committee wishes such Award to qualify for the Section 162(m) Exemption.

“QDRO” shall have the meaning set forth in Section 14(k).

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“Restricted Period” shall mean the period of time selected by the Committee during which a grant of Restricted Stock or Restricted Stock Units may be forfeited to the Company.

“Restricted Stock” shall mean shares of Common Stock contingently granted to a Participant under Section 9 of the Plan.

“Restricted Stock Unit” shall mean any unit granted under Section 9 of the Plan evidencing the right to receive a Share (or the cash payment equal to the Fair Market Value of a Share) at some future date.

“Rule 16b-3” shall mean Rule 16b-3, as promulgated by the Securities and Exchange Commission under Section 16(b) of the Exchange Act, as amended from time to time.

“Section 162(m) Exemption” shall mean the exemption from the limitation on deductibility imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C) of the Code.

“Separation from Service” or “Separate from Service” shall mean a separation from service as defined in Code Section 409A. For purposes of determining whether a Separation from Service has occurred, the “Company” shall include the Company and all entities that would be treated as a single employer with the Company under Code Sections 414(b) or (c), but substituting “at least 50 percent” instead of “at least 80 percent” each place it appears in applying such rules.

“Share” or “Shares” shall mean a share or shares of Common Stock.

“Stock Appreciation Right” shall mean a right granted under Section 7 of the Plan.

“Stock Exchange” shall mean the New York Stock Exchange or such other national securities market or exchange as may at the time be the principal market for the Shares.

“Stock Unit Award” shall mean an award of Common Stock or units granted under Section 10 of the Plan.

“Stockholders Meeting” shall mean the annual meeting of stockholders of the Company in each year.

SECTION 3. ADMINISTRATION

(a) POWER AND AUTHORITY OF THE COMMITTEE. The Plan shall be administered by the Committee. Subject to the terms of the Plan and to applicable law, the Committee shall have full power and authority to:

(i) designate Participants;

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(ii) determine whether and to what extent any type (or types) of Award is to be granted hereunder;

(iii) determine the number of Shares to be covered by (or the method by which payments or other rights are to be determined in connection with) each Award;

(iv) determine the terms and conditions of any Award or Award Agreement;

(v) subject to Section 13 hereof, amend the terms and conditions of any Award or Award Agreement and accelerate the vesting and/or exercisability of any Option or waive any restrictions relating to any Award; PROVIDED, HOWEVER, that (A) except for adjustments pursuant to Section 5(c) of the Plan, in no event may any Option granted under this Plan be (x) amended to decrease the Exercise Price thereof, (y) cancelled in conjunction with the grant of any new Option with a lower Exercise Price, or (z) otherwise subject to any action that would be treated, for accounting purposes, as a “repricing” of such Option, unless such amendment, cancellation, or action is approved by the stockholders of the Company to the extent required by applicable law and stock exchange rules and (B) the Committee may not adjust upward the amount payable to a Covered Employee with respect to a Qualified Performance-Based Award or waive or alter the Performance Goals associated therewith or herewith in a manner that would cause such Award to cease to qualify for the Section 162(m) Exemption;

(vi) determine whether, to what extent and under what circumstances the exercise price of Awards may be paid in cash, Shares, other securities, other Awards or other property;

(vii) determine at the time of grant whether, to what extent and under what circumstances cash, Shares, other securities, other Awards, other property and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof, subject to the requirements of Code Section 409A;

(viii) interpret and administer the Plan and any instrument or agreement, including an Award Agreement, relating to the Plan;

(ix) adopt, alter, suspend, waive or repeal such rules, guidelines and practices and appoint such agents as it shall deem advisable or appropriate for the proper administration of the Plan; and

(x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions under or with respect to the Plan or any Award or Award Agreement shall be within the sole discretion of the Committee, may be made at any time, and shall be final, conclusive and binding upon all persons, including without limitation, the Company, its Affiliates, subsidiaries, shareholders, Eligible Individuals and any holder or beneficiary of any Award.

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(b) ACTION BY THE COMMITTEE; DELEGATION. Except to the extent prohibited by applicable law or the applicable rules of a Stock Exchange, the Committee may delegate all or any part of its duties and powers under the Plan to one or more persons, including Directors or a committee of Directors, subject to such terms, conditions and limitations as the Committee may establish in its sole discretion; PROVIDED, HOWEVER, that the Committee shall not delegate its powers and duties under the Plan (i) with regard to officers or Directors of the Company or any Affiliate who are subject to Section 16 of the Exchange Act or (ii) in a manner that would cause an Award designated as a Qualified Performance-Based Award not to qualify for, or to cease to qualify for, the Section 162(m) Exemption; and PROVIDED, FURTHER, that any such delegation may be revoked by the Committee at any time.

(c) POWER AND AUTHORITY OF THE BOARD. Notwithstanding anything to the contrary contained herein, except to the extent that the grant or exercise of such authority would cause any Award or transaction to become subject to (or lose an exemption under) the short-swing profit recovery provisions of Section 16 of the Exchange Act or cause an Award designated as a Qualified Performance-Based Award not to qualify for, or to cease to qualify for, the Section 162(m) Exemption, the Board may, at any time and from time to time, without any further action of the Committee, exercise the powers and duties of the Committee under the Plan. To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control.

SECTION 4. ELIGIBILITY

Any Eligible Individual shall be eligible to be designated a Participant. In determining which Eligible Individuals shall receive an Award and the terms of any Award, the Committee may take into account the nature of the services rendered by the respective Eligible Individuals, their present and potential contributions to the success of the Company, or such other factors as the Committee, in its discretion, shall deem relevant. Notwithstanding the foregoing, Incentive Stock Options may be granted only to full-time or part-time Employees (which term as used herein includes, without limitation, officers and Directors who also are Employees), and an Incentive Stock Option shall not be granted to an Employee of an Affiliate unless such Affiliate also is a “subsidiary corporation” of the Company within the meaning of Section 424(f) of the Code or any successor provision.

SECTION 5. SHARES AVAILABLE FOR AWARDS

(a) SHARES AVAILABLE. Subject to adjustment as provided in Section 5(c) of the Plan, the aggregate number of Shares that may be issued under the Plan shall be 2,700,000 Shares, of which, as of March 4, 2009, 146,772 Shares had been issued under the Plan (including 36,946 Shares that were delivered to the Company by the Participant in accordance with Section 14(a) of the Plan and are again available for granting Awards), 395,763 Shares are subject to outstanding Awards under the Plan, and 2,194,411 shares are available for issuance under the Plan. Shares that may be

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issued under the Plan may be authorized but unissued Shares or Shares re-acquired and held in treasury. Notwithstanding the foregoing, the number of Shares available for granting Incentive Stock Options under the Plan shall not exceed 450,000, subject to adjustment as provided in Section 5(c) of the Plan and subject to the provisions of Section 422 or 424 of the Code or any successor provision.

(b) ACCOUNTING FOR AWARDS. For purposes of this Section 5, if an Award entitles the holder thereof to receive or purchase Shares, the number of Shares covered by such Award or to which such Award relates shall be counted on the date of grant of such Award against the aggregate number of Shares available for granting Awards under the Plan. Any Shares that are used by a Participant as full or partial payment to the Company of the purchase price relating to an Award, including in connection with the satisfaction of tax obligations relating to an Award, shall again be available for granting Awards (other than Incentive Stock Options) under the Plan. In addition, if any Shares covered by an Award or to which an Award relates are not purchased or are forfeited, or if an Award otherwise terminates without delivery of any Shares, then the number of Shares counted against the aggregate number of Shares available under the Plan with respect to such Award, to the extent of any such forfeiture or termination, shall again be available for granting Awards under the Plan.

(c) ADJUSTMENTS. In the event of any change in corporate capitalization (including, but not limited to, a change in the number of Shares outstanding), such as a stock split-up or stock dividend, a recapitalization, a combination or exchange of Shares or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of the Company (including any extraordinary cash or stock dividend), any reorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Code) or any partial or complete liquidation of the Company, the Committee or Board may make such substitution or adjustments in the aggregate number and kind of shares reserved for issuance under the Plan, and the maximum limitation upon Stock Options and Stock Appreciation Rights and other Awards to be granted to any Participant, in the number, kind and Exercise Price of shares subject to outstanding Stock Options and Stock Appreciation Rights, in the number and kind of shares subject to other outstanding Awards granted under the Plan and/or such other equitable substitution or adjustments as it may determine to be appropriate in its sole discretion (including, without limitation, the provision of an amount in cash in consideration for any such Awards); PROVIDED, HOWEVER, that the number of shares subject to any Award shall always be a whole number. Without limiting the generality of the foregoing, in connection with any Disaffiliation of a subsidiary of the Company, the Committee shall have the authority to arrange for the assumption or replacement of Awards with new awards based on shares of the affected subsidiary or by an affiliate of an entity that controls the subsidiary following the Disaffiliation. For purposes hereof, “Disaffiliation” of a subsidiary shall mean the subsidiary’s ceasing to be a subsidiary of the Company for any reason (including, without limitation, as a result of a public offering, spinoff, sale or other distribution or transfer by the Company of the stock of the subsidiary). Any actions taken under this subsection (c) shall be made in accordance with the applicable restrictions of Code Section 409A, including with regard to the adjustment of stock options and stock appreciation rights that are considered exempt from Code Section 409A.

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(d) AWARD LIMITATIONS. Subject to Section 5(c), no more than 100,000 shares of Common Stock may be subject to Qualified Performance-Based Awards granted to any Eligible Individual, including a Covered Employee, in any Fiscal Year. Subject to Section 5(c), a maximum of 200,000 Shares may be subject to Options granted to any Eligible Individual, including a Covered Employee, in any one Fiscal Year. The amount of compensation that may be paid to any Eligible Individual, including a Covered Employee, under Performance Units granted in any one Fiscal Year that are intended to be Qualified Performance-Based Awards may not exceed $6,000,000 in any Fiscal Year.

SECTION 6. STOCK OPTIONS

(a) GRANT. Subject to the provisions of the Plan, the Committee shall have sole and complete authority to determine the Eligible Individuals to whom Options shall be granted (which may be Nonqualified Stock Options or Incentive Stock Options), the number of shares to be covered by each Option, the exercise price for each Option, and the conditions and limitations applicable to the exercise of each Option. In the case of Incentive Stock Options, the terms and conditions of such grants shall be subject to and comply with such rules as may be prescribed by Section 422 of the Code.

(b) EXERCISE PRICE. The “Exercise Price” per Share purchasable under an Option shall be determined by the Committee; PROVIDED, HOWEVER, that such Exercise Price shall not be less than 100% of the Fair Market Value of a Share on the date of grant of such Option.

(c) TIME AND METHOD OF EXERCISE. The Committee shall determine the time or times at which an Option may be exercised in whole or in part and the method or methods by which, and the form or forms (including, without limitation, cash, Shares, other securities, other Awards or other property, or any combination thereof, having a Fair Market Value on the exercise date equal to the applicable Exercise Price) in which, payment of the Exercise Price with respect thereto may be made or deemed to have been made.

(d) OPTION TERM. The term of each Stock Option shall be fixed by the Committee at the time of grant, but in no event shall be more than 10 years from the date of grant.

(e) INCENTIVE STOCK OPTIONS. The Committee may designate Options as Nonqualified Stock Options or as Incentive Stock Options. Any Incentive Stock Option authorized under the Plan shall contain such provisions as the Committee shall deem advisable, but shall in all events be consistent with and contain all provisions required in order to qualify the Stock Option as an Incentive Stock Option. To the extent that any Stock Option is not designated as an Incentive Stock Option or even if so designated does not qualify as an Incentive Stock Option on or subsequent to its grant date, it shall constitute a Nonqualified Stock Option.

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SECTION 7. STOCK APPRECIATION RIGHTS

The Committee is hereby authorized to grant Stock Appreciation Rights to Eligible Individuals subject to the terms of the Plan. Each Stock Appreciation Right granted under the Plan shall confer on the holder upon exercise the right to receive, as determined by the Committee, cash or a number of Shares or a combination of cash and Shares having a Fair Market Value on the date of exercise equal to the excess of (A) the Fair Market Value of one Share on the date of exercise (or, if the Committee shall so determine at the time of grant, at any time during a specified period not to exceed 30 days before or after the date of exercise) over (B) the grant price of the Stock Appreciation Right as determined by the Committee, which grant price shall not be less than 100% of the Fair Market Value of one Share on the date of grant of the Stock Appreciation Right, unless otherwise determined by the Committee. Subject to the terms of the Plan, the grant price, term, methods of exercise, dates of exercise, medium of settlement, the effect of termination of employment (by reason of death, disability, retirement or otherwise) on the exercisability and any other terms and conditions (including conditions or restrictions on the exercise thereof) of any Stock Appreciation Right shall be as determined by the Committee, PROVIDED, that (i) in no event shall the term of a Stock Appreciation Right be longer than ten years and (ii) if a Stock Appreciation Right has a grant price that is less than 100% of the Fair Market Value of one Share on the date of grant of the Stock Appreciation Right, such Stock Appreciation Right shall be structured to meet the requirements of Code Section 409A.

SECTION 8. PERFORMANCE SHARES AND PERFORMANCE UNITS

(a) The Committee shall have sole and complete authority to determine the Eligible Individuals who shall receive Performance Shares and Performance Units, the number of such shares or units for each Performance Cycle, the Performance Goals and Performance Measures on which each Award shall be contingent, and the duration of each Performance Cycle. There may be more than one Performance Cycle in existence at any one time, and the duration of Performance Cycles may differ from each other. The Committee may, prior to or at the time of the grant, designate Awards of Performance Shares or Performance Units as Qualified Performance-Based Awards, in which event it shall condition the settlement thereof upon the Committee’s certification that the amount to be paid under each such Award has been earned on the basis of performance achieved in relation to the established Performance Goals applicable to that Award.

(b) The Committee shall establish Performance Goals for each Cycle on the basis of such criteria and to accomplish such objectives as the Committee may from time to time select.

(c) As soon as practicable after the end of a Performance Cycle, the Committee shall determine the number of Performance Shares or Performance Units which have been earned under each Award on the basis of performance in relation to the established Performance Goals.

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(d) Except as otherwise provided under the terms of an Award and subject to the requirements of Code Section 409A, payment in respect of earned Performance Shares or Performance Units shall be distributed to the Participant or, if the Participant has died, to the Participant’s Designated Beneficiary, as soon as practicable after the expiration of the Performance Cycle and the Committee’s determination under paragraph (c) above. The Committee shall determine whether payment is to be made in the form of cash or Shares.

SECTION 9. RESTRICTED STOCK AND RESTRICTED STOCK UNITS

The Committee is hereby authorized to grant Restricted Stock and Restricted Stock Units to Eligible Individuals with the following terms and conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine:

(i) RESTRICTIONS. Shares of Restricted Stock and Restricted Stock Units shall be subject to such restrictions as the Committee may impose (including, without limitation, limitation on transfer, forfeiture conditions, limitation on the right to vote a Share of Restricted Stock or the right to receive any dividend or other right or property with respect thereto), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise as the Committee may deem appropriate. The grant or vesting of Restricted Stock and Restricted Stock Units may be performance-based or time-based or both. Restricted Stock and Restricted Stock Units may be Qualified Performance-Based Awards, in which event the grant or vesting, as applicable, of such Restricted Stock or Restricted Stock Units shall be conditioned upon the attainment of Performance Goals and the Committee’s certification that the Performance Goals have been met.

(ii) STOCK CERTIFICATES; DELIVERY OF SHARES.

(A) Any Restricted Stock granted under the Plan shall be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of one or more stock certificates. Any certificate issued in respect of shares of Restricted Stock shall be registered in the name of such Participant and shall bear an appropriate legend referring to the applicable Award Agreement and possible forfeiture of such shares of Restricted Stock. The Committee may require that the certificates evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed and that, as a condition of any Award of Restricted Stock, the Participant shall have delivered a stock power, endorsed in blank, relating to the Shares covered by such Award.

(B) In the case of Restricted Stock Units, no Shares or other property shall be issued at the time such Awards are granted. Upon the lapse or waiver of restrictions and the restricted period relating to Restricted Stock Units (or at such later time as may be determined by the Committee and specified at the time of grant in accordance with the requirements of Code Section 409A), Shares or other cash or property shall be issued to the holder of the Restricted Stock Units and evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of one or more stock certificates.

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(iii) FORFEITURE. Except as otherwise determined by the Committee, upon a Participant’s termination of employment (as determined under criteria established by the Committee) during the applicable restriction period, all applicable Shares of Restricted Stock and Restricted Stock Units at such time subject to restriction shall be forfeited and reacquired by the Company.

SECTION 10. OTHER STOCK-BASED AWARDS

(a) In addition to granting Options, Stock Appreciation Rights, Performance Shares, Restricted Stock and Restricted Stock Units, the Committee shall have authority to grant to Participants Stock Unit Awards that can be in the form of Common Stock or units, the value of which is based, in whole or in part, on the value of Common Stock. Subject to the provisions of the Plan, including Section 10(b) below, Stock Unit Awards shall be subject to such terms, restrictions, conditions, vesting requirements and payment rules (all of which are sometimes hereinafter collectively referred to as “rules”) as the Committee may determine in its sole and complete discretion at the time of grant. The rules need not be identical for each Stock Unit Award.

(b) In the sole and complete discretion of the Committee, a Stock Unit Award may be granted subject to the following rules:

(1) Any shares of Common Stock which are part of a Stock Unit Award may not be assigned, sold, transferred, pledged or otherwise encumbered prior to the date on which the Shares are issued or, if later, the date provided by the Committee at the time of grant of the Stock Unit Award.

(2) Stock Unit Awards may provide for the payment of cash consideration by the person to whom such Award is granted or provide that the Award, and any Common Stock to be issued in connection therewith, if applicable, shall be delivered without the payment of cash consideration, provided that for any Common Stock to be purchased in connection with a Stock Unit Award the purchase price shall be at least 50% of the Fair Market Value of such Common Stock on the date such Award is granted.

(3) Stock Unit Awards may relate in whole or in part to certain performance criteria established by the Committee at the time of grant.

(4) At the time of grant and subject to the requirements of Code Section 409A, Stock Unit Awards may provide for deferred payment schedules. Stock Unit Awards may also provide for vesting over a specified period of employment.

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(5) In such circumstances as the Committee may deem advisable, the Committee may waive or otherwise remove, in whole or in part, any restriction or limitation to which a Stock Unit Award was made subject at the time of grant.

(c) In the sole and complete discretion of the Committee, an Award, whether made as a Stock Unit Award under this Section 10 or as an Award granted pursuant to Sections 6 through 9, may provide the Participant with (i) dividends or dividend equivalents (payable on a current or deferred basis) and/or (ii) cash payments in lieu of or in addition to an Award, subject to the following rules:

(1) Cash payments, dividends or dividend equivalents shall be payable at the time and pursuant to the payment schedule specified by the Committee at the time of grant, subject to the requirements of Section 409A, or, if the Committee does not provide a time and schedule of payment at the time of grant, (A) any dividends or dividend equivalents shall be payable in a lump sum on the date the dividend is payable to shareholders generally, and (B) cash payments shall be payable in a lump sum within 90 days after the Participant’s Separation from Service; provided, to the extent required by Code Section 409A, no such cash payment will be made within the 6-month period following Separation from Service for a Participant who is a “specified employee,” as defined in Code Section 409A, on the date of his or her Separation from Service.

(2) Payment of dividends or dividend equivalents with respect to an Option or Stock Appreciation Right (but not with respect to any Shares issued with respect to such Option or Stock Appreciation Right) shall not be conditioned on the exercise of an Option or Stock Appreciation Right.

(3) Cash payments shall not be conditioned on the exercise of an Option or Stock Appreciation Right or otherwise be structured in such a way as to reduce the exercise price of the Option or Stock Appreciation Right.

(4) To the extent that the Award provides for deferred compensation subject to Section 409A(a)(2), any cash payments provided in lieu of an Award may not change the timing of payment of such Award.

SECTION 11. OUTSIDE DIRECTORS’ RESTRICTED STOCK UNITS

(a) GRANT OF RESTRICTED STOCK UNITS. Each Outside Director who is a member of the Board of Directors as of the conclusion of a Stockholders Meeting, beginning with the 2009 Stockholders Meeting, shall automatically be granted Restricted Stock Units for shares of Common Stock on the date of such Stockholders Meeting, with the number of shares to be determined by dividing the applicable Grant Value by the Fair Market Value of the Stock on that date. As used herein, “Grant Value” shall mean the value for the annual grant authorized by the Board, from time to time; provided, however, in no event shall the Grant Value exceed $100,000 per year.

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(b) TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS. Restricted Stock Units granted pursuant to this Section 11 shall vest in equal 25% increments on each of the first four (4) anniversaries of the date of grant. Grantees will only be entitled to receive Shares of Common Stock relating to vested Restricted Stock Units and then only upon leaving the Board of Directors; provided, however, that upon a Change in Control, all unvested Restricted Stock Units shall automatically vest and Grantees shall be entitled to receive all such vested Restricted Stock Units as of such Change in Control. Additionally, all unvested Restricted Stock Units shall automatically vest if Grantee’s termination of service from the Board of Directors is (a) due to Grantee’s death, or (b) after Grantee has served continuously on the Board of Directors (i) for at least five (5) years as of the time of termination, and (ii) for at least 360 days from and after the date such Restricted Stock Units are granted.

(c) The Restricted Stock Units granted pursuant to this Section 11 shall be subject to such other terms and conditions as the Committee may specify.

SECTION 12. OUTSIDE DIRECTORS’ SHARES

(a) ELECTION GENERALLY. Each Outside Director may make an election (the “Annual Election”) to have payment of the annual retainer, meeting fees and committee meeting fees (collectively, the “Fees”) he or she earns during a calendar year deferred under the Plan. Such election may be made in writing, through an interactive telephone or internet-based system or in such other manner as the Committee may prescribe.

(b) TIMING OF ELECTION.

(A) General. An Outside Director’s Annual Election for the Fees earned during a calendar year must be made before the first day of such calendar year and within the enrollment period established by the Committee, except as provided in subsection (B).

(B) New Directors. If an individual initially becomes an Outside Director during a calendar year, such individual may make a prospective Annual Election within 30 days after the date on which he is elected as an Outside Director. Such election will apply to the Outside Director’s Fees for services performed after the effective date of the election, so that the election will apply to the quarterly retainer for the first quarter beginning after the date of the election. This subsection (B) shall not apply to any Outside Director who has been an Employee or a Director of the Company or an Affiliate within three (3) years prior to his election as an Outside Director.

(c) TERM OF ELECTION. Upon the latest of the deadlines specified in (b) above that applies to an Outside Director, such Outside Director’s Annual Election, or failure to elect, shall become irrevocable for the calendar year except as provided under this subsection (c). Each Outside

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Director’s Annual Election for a calendar year shall remain in effect for such calendar year and all subsequent calendar years until the earlier of (i) the date the Outside Director Separates from Service, or (ii) the effective date of the Outside Director’s subsequent irrevocable Annual Election for amounts earned during a subsequent calendar year. The Annual Election may be cancelled in the discretion of the Committee as permitted under Code Section 409A.

(d) AMOUNT. An Outside Director may elect to defer his Fees in 10% increments, up to a maximum of 100 percent (or such other maximum percentage and/or amount, if any, established by the Committee from time to time).

(e) ACCOUNTS AND CREDITING OF CONTRIBUTIONS. All Fees deferred under this Section 12 shall be converted into Shares of Common Stock of the Company based on the Fair Market Value of the stock for the last trading day of the calendar month in which the Fees are earned. Such Shares shall be credited to a bookkeeping account for the Outside Director.

(f) RABBI TRUST. Each time Fees are converted to Shares and deferred under the Plan, the Company shall deposit an equal number of Shares in a Rabbi trust. The certificates for Common Stock shall be issued in the name of the trustee of the trust. The trustee shall retain all dividends (which shall be reinvested in shares of Common Stock) and other distributions paid or made with respect thereto in the trust, and shall adjust the Outside Director’s accounts for such amounts. The shares credited to the account of an Outside Director shall remain subject to the claims of the Company’s creditors, and the interests of the Outside Director in his or her account under the Plan may not be anticipated, alienated, sold, assigned, transferred, pledged, encumbered, attached or garnished by creditors of such Outside Director, except by will or by the laws of descent and distribution. Notwithstanding the foregoing, no assets will be set aside to fund benefits under the Plan if such setting aside would be treated as a transfer of property under Code Section 83 pursuant to Code Section 409A(b).

(g) DISTRIBUTIONS.

(i) General Timing and Schedule of Distributions. Any portion of an Outside Director’s account under this Section for which no election is made pursuant to subsection (ii) below shall be paid in a single sum (A) except as provided in clause (B) of this paragraph, within 60 days after the Outside Director Separates from Service; or (B) in the case of an Outside Director who is a specified employee (as defined in Code Section 409A) on the date of his or her Separation from Service, to the extent required by Code Section 409A, six months after the date the Outside Director Separates from Service.

(ii) Payment Election. An Outside Director may elect, at the time he makes an Annual Election, to have the portion of his account balance attributable to such Annual Election distributed in accordance with one of the following options (in each case, provided that, in the case of an Outside Director who is a specified employee (as defined in Code Section 409A) on the date of

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his or her Separation from Service, to the extent required by Code Section 409A, no payment will be made earlier than six months after the date the Outside Director Separates from Service):

(A) In a single sum within 60 days after the later of (i) a date selected by the Outside Director that is on or before the Outside Director’s 65^th birthday, and specified in the Annual Election, or (ii) the date of the Outside Director’s Separation from Service; or

(B) In substantially equal annual installments paid over a number of years (not less than 2 and not more than 20) specified in the Annual Election, beginning within 60 days after the date the Outside Director Separates from Service.

(iii) Medium of Payment. Distribution of an Outside Director’s account under this Section shall be made in shares of Common Stock; provided, any fractional shares of Common Stock shall be distributed in cash.

SECTION 13. AMENDMENT AND TERMINATION

(a) AMENDMENTS TO THE PLAN. The Board may amend, alter, suspend, discontinue or terminate the Plan at any time; PROVIDED, HOWEVER, that no amendment, alteration, suspension, discontinuance or termination may be made that would cause a Participant to become subject to tax under Code Section 409A(a)(1), and, notwithstanding any other provision of the Plan or any Award Agreement, without the approval of the stockholders of the Company, no amendment, alteration, suspension, discontinuation or termination shall be made that, absent such approval:

(i) requires stockholder approval under the rules or regulations of the New York Stock Exchange, any other securities exchange or the National Association of Securities Dealers, Inc. that are applicable to the Company;

(ii) increases the number of Shares authorized under the Plan as specified in Section 5(c) of the Plan; or

(iii) without such stockholder approval, would cause the Company to be unable, under the Code, to grant Incentive Stock Options under the Plan.

(b) AMENDMENTS TO AWARDS. The Committee may waive any conditions of or rights of the Company under any outstanding Award, prospectively or retroactively. Except as otherwise provided herein or in an Award Agreement, the Committee may not amend, alter, suspend, discontinue or terminate any outstanding Award, prospectively or retroactively, if such action would (i) adversely affect the rights of the holder of such Award, without the consent of the Participant or holder or beneficiary thereof; or (ii) cause a Qualified Performance-Based Award to cease to qualify for the Section 162(m) Exemption; or (iii) cause the Participant to become subject to tax under Code Section 409A(a)(1).

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(c) CORRECTION OF DEFECTS, OMISSIONS AND INCONSISTENCIES. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry the Plan into effect.

SECTION 14. GENERAL PROVISIONS

(a) WITHHOLDING. No later than the date as of which an amount first becomes includible in the gross income of a Participant for federal income tax purposes (or the income tax laws of any other foreign jurisdiction) with respect to any Award under the Plan, the Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. The obligations of the Company under the Plan shall be conditional on such payment or arrangements, and the Company and its Affiliates shall, to the extent permitted by law, be entitled to take such action and establish such procedures as it deems appropriate to withhold or collect all applicable payroll, withholding, income or other taxes from such Participant. In order to assist a Participant in paying all or a portion of the federal, state, local and foreign taxes to be withheld or collected upon exercise or receipt of (or the lapse of restrictions relating to) an Award, the Committee, in its discretion and subject to such additional terms and conditions as it may adopt, may permit the Participant to satisfy such tax obligation by (i) electing to have the Company withhold a portion of the Shares or other property otherwise to be delivered upon exercise or receipt of (or the lapse of restrictions relating to) such Award with a Fair Market Value equal to the amount of such taxes or (ii) delivering to the Company Shares or other property other than Shares issuable upon exercise or receipt of (or the lapse of restrictions relating to) such Award with a Fair Market Value equal to the amount of such taxes, PROVIDED that, in either case, not more than the legally required minimum withholding may be settled with Shares. Any such election must be made on or before the date that the amount of tax to be withheld is determined.

(b) AWARDS. Each Award hereunder shall be evidenced by an Award Agreement, delivered to the Participant or Outside Director and shall specify the terms and conditions thereof and any rules applicable thereto, including but not limited to the effect on such Award of the death, retirement or other termination of employment of the Participant or Outside Director and the effect thereon, if any, of a Change in Control of the Company.

(c) NO RIGHTS TO AWARDS. No Eligible Individual or other person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Eligible Individuals or holders or beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to any Participant or with respect to different Participants.

(d) NO RIGHT TO EMPLOYMENT. No person shall have any claim or right to be granted an Award, and the grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of the Employer. Further, the Employer expressly reserves the right at any time to dismiss a Participant free from any liability, or any claim under the Plan, except as provided herein or in any agreement entered into with respect to an Award.

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(e) NO RIGHTS AS STOCKHOLDER. Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have any rights as a stockholder with respect to any shares of Common Stock to be distributed under the Plan until he or she has become the holder thereof. Notwithstanding the foregoing, in connection with each grant of Restricted Stock or Stock Unit Award hereunder, the applicable Award shall specify if and to what extent the Participant shall not be entitled to the rights of a stockholder in respect of such Restricted Stock or Stock Unit Award.

(f) CONSTRUCTION OF THE PLAN. The validity, construction, interpretation, administration and effect of the Plan and of its rules and regulations, and rights relating to the Plan, shall be determined solely in accordance with the laws of the State of Texas.

(g) CHANGE IN CONTROL. In order to preserve a Participant’s rights under an Award in the event of a Change in Control, the Committee in its discretion may, at the time an Award is made or any time thereafter, take one or more of the following actions: (i) provide for the acceleration of any time period relating to the exercise of the Award, (ii) provide for the purchase of the Award upon the Participant’s request for an amount of cash or other property that could have been received upon the exercise or realization of the Award had the Award been currently exercisable or payable, (iii) adjust the terms of the Award in a manner determined by the Committee to reflect the Change in Control, (iv) cause the Award to be assumed, or new rights substituted therefore, by another entity, or (v) make such other provision as the Committee may consider equitable and in the best interests of the Company. No actions may be taken under this subsection (g) that would cause the Participant to become subject to tax under Code Section 409A(a)(1).

(h) FORMS OF PAYMENT UNDER AWARDS.

(i) Generally. Subject to the terms of the Plan and the applicable requirements of Code Section 409A, payments or transfers to be made by the Company or an Affiliate upon the grant, exercise or settlement of an Award may be made in such medium or media as the Committee shall determine (including, without limitation, cash, Shares, promissory notes (PROVIDED, HOWEVER, that the acceptance of such notes does not conflict with Section 402 of the Sarbanes-Oxley Act of 2002), other securities, other Awards or other property or any combination thereof). In addition, such payments or transfers may be made in a single payment or transfer, in installments or on a deferred basis, in each case as determined by the Committee at the time of grant in accordance with the requirements of Code Section 409A and rules and procedures established by the Committee. Such rules and procedures may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of dividend equivalents with respect to installment or deferred payments. Notwithstanding anything in the Plan to the contrary, (i) for Restricted Stock Units and any other Awards that provide nonqualified deferred compensation subject to Code Section 409A(a)(2), payment of the Award to a “specified

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employee,” as defined in Code Section 409A, upon Separation from Service, to the extent required under Code Section 409A, shall not be made before six months after the date on which the Separation from Service occurs, and (ii) Restricted Stock Units and any other Awards that provide for nonqualified deferred compensation subject to Code Section 409A(a)(2) through (4) shall not be settled with promissory notes. All distributions under the Plan shall be made in the form of a single sum, unless otherwise specified under the terms of the Plan or by the Committee at the time of grant.

(ii) Deferrals. If permitted by the Committee for a given Award and as provided in this subsection, an Award may be deferred (and paid in a form permitted by the Committee) at the election of a Participant. If a Participant is granted an Award that is subject to a condition requiring the Participant to continue to provide services for a period of at least 12 months from the date of grant of the Award to avoid forfeiture of payment of the Award, an election to defer payment of the Award may be made on or before the 30^th day after the date the Award is granted, provided that the election is made at least 12 months in advance of the earliest date at which the forfeiture condition could lapse. For purposes of this subsection, a condition will not be treated as failing to require the Participant to continue to provide services for a period of at least 12 months from the date of grant of the Award merely because the condition immediately lapses upon the death or disability (as defined in Treasury Regulations Section 1.409A-3(i)(4)) of the Participant, or upon a change in control event as defined in Code Section 409A and guidance issued thereunder. However, if the condition in fact lapses before the end of such 12-month period due to such event(s), a deferral election shall be given effect only if the deferral election satisfies Code Section 409A without regard to the special timing rule of Treasury Regulations Section 1.409A-2(a)(5).

(i) SECTION 16 COMPLIANCE; SECTION 162(m) ADMINISTRATION. The Plan is intended to comply in all respects with Rule 16b-3 or any successor provision, as in effect from time to time, and in all events the Plan shall be construed in accordance with the requirements of Rule 16b-3. If any Plan provision does not comply with Rule 16b-3 as hereafter amended or interpreted, the provision shall be deemed inoperative. The Board, in its absolute discretion, may bifurcate the Plan so as to restrict, limit or condition the use of any provision of the Plan with respect to persons who are officers or Directors subject to Section 16 of the Exchange Act without so restricting, limiting or conditioning the Plan with respect to other Eligible Individuals. The Company intends that all Stock Options and Stock Appreciation Rights granted under the Plan to individuals who are or who the Committee believes will be Covered Employees will constitute “qualified performance-based compensation” within the meaning of Section 162(m) of the Code.

(j) RESTRICTIONS. Shares shall not be issued pursuant to the exercise or payment of the Exercise Price or purchase price relating to an Award unless such exercise or payment and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Act, the Exchange Act, the rules and regulations promulgated thereunder, the requirements of any applicable stock exchange and the Texas Business Corporations Act, as amended from time to time. As a condition to the exercise or payment of the Exercise Price or purchase price relating to such Award, the Company may require that the person exercising or paying the Exercise Price or purchase price represent and warrant that the Shares are being purchased

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only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation and warranty is required by law. All Shares or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable, and the Committee may direct appropriate stop transfer orders and cause other legends to be placed on the certificates for such Shares or other securities to reflect such restrictions.

(k) LIMITS ON TRANSFER OF AWARDS. No Award and no right under any such Award shall be transferable by a Participant otherwise than by will or by the laws of descent and distribution and the Company shall not be required to recognize any attempted assignment of such rights by any Participant; PROVIDED, HOWEVER, that, if so determined by the Committee, a Participant may, in the manner established by the Committee, designate a beneficiary or beneficiaries to exercise the rights of the Participant and receive any property distributable with respect to any Award upon the death of the Participant; and PROVIDED, FURTHER, that, if so determined by the Committee, a Participant may transfer a Nonqualified Stock Option to any Family Member (as such term is defined in the General Instructions to Form S-8 (or successor to such Instructions or such Form)) at any time that such Participant holds such Stock Option, whether directly or indirectly or by means of a trust or partnership or otherwise, PROVIDED that the Participant may not receive any consideration for such transfer, the Family Member may not make any subsequent transfers other than by will or by the laws of descent and distribution and the Company receives written notice of such transfer. Except as otherwise determined by the Committee, each Award (other than an Incentive Stock Option) or right under any such Award shall be exercisable during the Participant’s lifetime only by the Participant or, if permissible under applicable law, by the Participant’s guardian or legal representative. Except as otherwise determined by the Committee for an Award that does not provide nonqualified deferred compensation subject to Code Section 409A(a)(2), no Award (other than an Incentive Stock Option) or right under any such Award may be anticipated, assigned, garnished, pledged, alienated, attached or otherwise encumbered, and any purported anticipation, assignment, garnishment, pledge, alienation, attachment or other encumbrance thereof shall be void and unenforceable against the Company or any Affiliate. Notwithstanding the above, in the discretion of the Committee, awards may be transferable pursuant to a Qualified Domestic Relations Order (“QDRO”), as determined by the Committee or its designee.

(l) SEVERABILITY. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the purpose or intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction or Award, and the remainder of the Plan or any such Award shall remain in full force and effect.

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SECTION 15. EFFECTIVE DATE OF PLAN

Upon its adoption by the Board, the Plan (as amended and restated herein) shall be submitted for approval by the stockholders of the Company and shall be effective as of the date of such approval (the “Effective Date”).

SECTION 16. TERM OF THE PLAN

The Plan will terminate on April 21, 2014 or any earlier date of discontinuation or termination established pursuant to Section 3 of the Plan. However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award theretofore granted may extend beyond such date, and the authority of the Committee provided for hereunder with respect to the Plan and any Awards, and the authority of the Board to amend the Plan, shall extend beyond the termination of the Plan.

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EX-10.2

Exhibit 10.2

CASH AMERICA INTERNATIONAL, INC.

2008 LONG TERM INCENTIVE PLAN

FOR CASH AMERICA NET HOLDINGS, LLC

SECTION 1

ESTABLISHMENT AND PURPOSE

1.1 Purpose. The Cash America International, Inc. Long Term Incentive Plan for Cash America Net Holdings, LLC (the “Plan”) is intended to attract, retain and motivate Eligible Employees of Cash America Net Holdings, LLC and its subsidiaries (“CashNetUSA”) by providing such employees with a proprietary interest in the long-term growth and financial success of CashNetUSA. The Plan is established under the Cash America International, Inc. 2004 Long-Term Incentive Plan (the “Cash America LTIP”) and all awards under the Plan shall, in addition to being subject to the terms and conditions set forth herein, be subject to the additional terms and conditions of the Cash America LTIP, as in effect on the Effective Date or as may be amended thereafter.

1.2 Term. The Plan is effective beginning on the Effective Date and shall terminate on December 31, 2014.

SECTION 2

DEFINITIONS

2.1 “Award” means a grant to a Participant of a specified number of Units as determined by the Committee.

2.2 “Base PA TTM EBITDA” means the LTM EBITDA directly attributable to earnings derived from, or business conducted with, residents of the State of Pennsylvania and the expenses allocable to such earnings for the 12 month period ending September 30, 2008. The Base PA TTM EBITDA is stipulated on Exhibit “A” attached hereto

2.3 “Base Period LTM EBITDA” means the EBITDA for the 12 months ending on the last day of the quarter immediately preceding the applicable Grant Date excluding the then applicable PA TTM EBITDA. The Base Period LTM EBITDA for the 12 month period ending September 30, 2008 (which excludes the Base PA TTM EBITDA) is stipulated on Exhibit “A” attached hereto.

2.4 “Beneficiary” means the person(s) designated by a Participant to receive any amounts payable under the Plan upon the Participant’s death. If no Beneficiary has been designated, the Participant’s estate shall be deemed to be the Beneficiary.

2.5 “Business” means the assets and business of CashNetUSA and any stand-alone business not owned by CashNetUSA that CashNetUSA develops or manages on behalf of the Company or other subsidiaries of the Company.

2.6 “Capital Charges” means the internal interest charges calculated on a monthly basis for amounts advanced by the Company or its other subsidiaries to the Business, with such interest rate being the greater of (i) the effective interest rate of the Company’s primary line of credit during such month based on the actual amounts borrowed, or (ii) the rate of interest actually charged to the Business during such month.

2.7 “Cash America LTIP” means the Cash America International, Inc. 2004 Long-Term Incentive Plan or any successor plan.

2.8 “CashNetUSA” means Cash America Net Holdings, LLC and its subsidiaries. Cash America Net Holdings, LLC is a wholly owned subsidiary of the Company. Requirements referring to employment with CashNetUSA may, in the Committee’s discretion, be satisfied by employment through the Company or any affiliate of the Company.

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2.9 “Cause” means a Participant’s (i) fraud, gross malfeasance, gross negligence, or willful misconduct, with respect to the Company’s or an affiliate’s business affairs, (ii) refusal or repeated failure to follow the Company’s or an affiliate’s established reasonable and lawful policies; (iii) conviction of a felony involving moral turpitude, (iv) intentional misapplication of the Company’s or an affiliate’s funds, or any material act of dishonesty, or (v) unlawful use or possession of any controlled substance or abuse of alcoholic beverages.

2.10 “Change in Control” means an event that is (i) a change in the ownership of the Company, a change in the effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, or (ii) a change in the ownership of Cash America Net Holdings, LLC, a change in the effective control of Cash America Net Holdings, LLC, or a change in the ownership of a substantial portion of the assets of Cash America Net Holdings, LLC, all as defined in Code Section 409A, except that 35% shall be substituted for 30% in applying Treasury Regulations Section 1.409A-3(i)(5)(vi) and 50% shall be substituted for 40% in applying Treasury Regulations Section 1.409A-3(i)(5)(vii). Notwithstanding the incorporation of certain provisions from the Treasury Regulations under Code Section 409A, the Company intends that all payments under the Plan be exempt from Section 409A under the exemption for short-term deferrals in Treasury Regulations Section 1.409A-1(b)(4).

2.11 “Code” means the Internal Revenue Code of 1986, as amended.

2.12 “Committee” means the Management Development and Compensation Committee of the Company’s Board of Directors.

2.13 “Company” means Cash America International, Inc. and its successors. Requirements for payment of Awards may, in the Committee’s discretion, be performed through the Company or any affiliate of the Company.

2.14 “EBITDA” means the consolidated earnings of the Business before interest, income taxes, depreciation and amortization expenses. EBITDA shall be calculated as if the Business was being operated as a separate and independent corporation and determined in accordance with GAAP as consistently applied by the Company; provided, however, that in determining EBITDA:

(a) EBITDA shall be computed without regard to “extraordinary items” of gain or loss as that term shall be defined in GAAP or unusual items not associated with the general business activities of the Business.

(b) EBITDA shall not include any gains, losses or profits realized from either the discontinuation of any business operations or from the sale of assets in a single transaction that is outside the ordinary course of business.

(c) Capital Charges shall be deducted from EBITDA for any period.

(d) EBITDA shall not include the Administrative Expense Allocation, as such term is defined and used in the EBITDA Calculation Method set forth in Exhibit “B” to the Asset Purchase Agreement dated July 6, 2006 among The Check Giant, LLC, Cash America International, Inc., and the subsidiaries and members of The Check Giant, LLC, as such agreement has been amended and assigned prior to the date hereof.

(e) For purposes of calculating EBITDA, income taxes shall mean only federal, state, local and foreign taxes on the income of the Business and shall not include (a) any other tax, charge, fee, duty (including customs duty), levy or assessment, including any ad valorem, turnover, real and personal property (tangible and intangible), sales, use, franchise (other than franchise taxes based on income), excise, value added, stamp, leasing, lease, user, transfer, fuel, excess profits, windfall profits, occupational, premium, interest equalization, severance, license, registration, payroll, environmental (including taxes under Code Section 59A), capital stock, capital duty, disability, gains, wealth, welfare, employee’s income withholding, other withholding, unemployment and social security or other tax of whatever kind (including any fee, assessment and other charges in the nature of or in lieu of any tax) that is imposed by any governmental

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authority, (b) any interest, fines, penalties or additions resulting from, attributable to, or incurred in connection with any items described in this paragraph or any related contest or dispute and (c) any items described in this paragraph that are attributable to another person but that the owner of the Business is liable to pay by law, by contract or otherwise, whether or not disputed.

2.15 “Effective Date” means October 31, 2008.

2.16 “Eligible Employee” means a full-time administrative or management employee of CashNetUSA or its subsidiaries. Only common law employees will be eligible (e.g., no independent contractors or leased employees will be or become eligible) to receive Awards. Requirements referring to employment with CashNetUSA may, in the Committee’s discretion, be satisfied by employment through the Company or any affiliate of the Company.

2.17 “Grant Date” means the Initial Grant Date or an Interim Grant Date, whichever is applicable to the Award grant in question.

2.18 “Initial Grant Date” means October 31, 2008.

2.19 “Interim Grant Date” means the last day of the first month following the end of each calendar quarter following the Effective Date. There shall be no Interim Grant Dates under the Plan after July 31, 2011.

2.20 “LTM EBITDA” means EBITDA for the 12 full calendar months ending on a specified date excluding the PA TTM EBITDA as of such date (except as expressly provided in Section 5.8).

2.21 “Maximum Aggregate Number of Units” shall be the maximum aggregate number of Units specified in Section 3.3 that may be awarded under this Plan.

2.22 “PA TTM EBITDA” means EBITDA for the 12 full calendar months ending on a specified date that is directly attributable to earnings derived from, or business conducted with, residents of the State of Pennsylvania and the expenses allocable to such earnings.

2.23 “Participant” means an individual who has been granted an Award under the Plan. An individual shall no longer be a Participant on the date that all Awards he or she has been granted under the Plan have been cancelled, forfeited, paid or otherwise settled.

2.24 “Share Value” means, for purposes of determining the number of Shares that may be delivered to a Participant in respect of vested Units as of a particular Vesting Date pursuant to Section 5, the average closing price of a Share on the New York Stock Exchange (or such other market or exchange that is the principal trading market for the Shares) during the twenty (20) calendar days immediately preceding the applicable Vesting Date. In the event of a stock split, stock dividend, extraordinary cash dividend or similar event during such trading period, the Committee shall make an appropriate adjustment to the Share Value to reflect such event.

2.25 “Shares” means shares of the Common Stock of the Company.

2.26 “Unit” means an award granted under the Plan having a value based on the increase in value of the Business as measured by the increase in LTM EBITDA over a specified period of time.

2.27 “Unit Value” means the value of a Unit as of a particular Vesting Date, determined as follows:

(a) The total value of all Units granted under the Plan and outstanding as of the applicable Vesting Date (the “Total Value”) shall be:

(i) 45% of the applicable Vesting Date LTM EBITDA, less

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(ii) 45% of the applicable Base Period LTM EBITDA.

(b) the Unit Value shall be:

(i) The Total Value, divided by

(ii) the Maximum Aggregate Number of Units.

2.28 “Vesting Date” means the anniversary date in each of the three years after the Initial Grant Date or any Interim Grant Date, as applicable. With respect to the Initial Grant Date, the “First Vesting Date” shall be October 31, 2009; the “Second Vesting Date” shall be October 31, 2010; and the “Third Vesting Date” shall be October 31, 2011.

2.29 “Vesting Date LTM EBITDA” means LTM EBITDA for the period ending on the last day of the quarter immediately preceding the applicable Vesting Date. The “First Vesting Date LTM EBITDA” shall be the LTM EBITDA for the period ending on the last day of the quarter immediately preceding the First Vesting Date, the “Second Vesting Date LTM EBITDA” shall be the LTM EBITDA for the period ending on the last day of the quarter immediately preceding the Second Vesting Date, and the “Third Vesting Date LTM EBITDA” shall be the LTM EBITDA for the period ending on the last day of the quarter immediately preceding the Third Vesting Date.

SECTION 3

PARTICIPANTS AND AWARDS

3.1 Selection of Participants. The Committee, in its sole discretion, shall select the Eligible Employees who shall become Participants in the Plan.

3.2 Determination of Awards. The Committee shall have sole discretion in determining the number of Units subject to any Award granted to a Participant. Upon the Initial Grant Date, the Committee shall grant Awards to Eligible Employees who are employed on the Effective Date. Any person who becomes an Eligible Employee after the Effective Date may, in the Committee’s discretion, receive an Award on an Interim Grant Date following the date on which or she he becomes an Eligible Employee. Any Eligible Employee who receives a promotion following receipt of an initial Award under this Plan may, in the Committee’s discretion, receive an additional Award on an Interim Grant Date following the date on which he or she receives such promotion.

3.3 Maximum Aggregate Number of Units. The maximum number of Units that may be awarded in the aggregate under the Plan is 1,000,000 provided that any Units that have been awarded and then forfeited will be added back to, and will increase, the number of Units that have not been awarded, such that forfeited Units will once again be available for inclusion in an Award. Once a Unit vests, such a Unit may not be included in any other Award even if further payment on that Unit is forfeited pursuant to the terms of the Plan.

3.4 No Other Long Term Incentive Plans. Except as may otherwise be determined by the Committee, Participants shall not be eligible to participate in or receive awards under any other long-term incentive plans instituted by the Company or any of the Company’s affiliates other than CashNetUSA, whether such other plans are instituted under the Cash America LTIP or otherwise. Notwithstanding the foregoing, this section shall not prevent a Participant from continuing to vest and receive payments under the terms of awards granted under other long-term incentive plans prior to the Effective Date.

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SECTION 4

VESTING

4.1 Vesting. Awards shall vest on the anniversary of the applicable Grant Date, in accordance with the following schedule:

Vesting Date	Percentage of Units Vesting
First Vesting Date	33 1/3%
Second Vesting Date	33 1/3%
Third Vesting Date	33 1/3%

4.2 Change in Control. Upon a Change in Control, all Awards that are outstanding as of the date of the Change in Control shall become 100% fully vested; provided, however, the timing and manner in which payments for any Awards vesting pursuant to this Section shall be calculated and paid shall be determined in accordance with the terms of Section 5.3 of this Plan.

4.3 Effect of Termination of Employment. Notwithstanding anything in this Section 4 or any other provision of the Plan to the contrary, if a Participant terminates employment with the Company and all of its subsidiaries, whether voluntarily or involuntarily (including by death), for any reason other than for Cause, he or she shall immediately forfeit all interest in the unvested portion of an Award, and such forfeited Award shall not be considered outstanding for any purpose under the Plan. Upon termination of employment for Cause (including voluntary termination in anticipation of termination for Cause), the entire portion of the Award not payable on or before such termination (including any previously vested and unpaid portion thereof) shall be forfeited.

SECTION 5

PAYMENT OF AWARDS

5.1 Amount of Payment. The amount paid to a Participant under an Award following each Vesting Date shall be determined as follows:

(a) First Vesting Date: With respect to all Units granted to the Participant that vest as of the First Vesting Date, an amount equal to twenty-five percent (25%) of the total Unit Value (determined as of the First Vesting Date) of each of such vested Units shall be paid to the Participant (or his Beneficiary) within 90 days after the First Vesting Date. The portion of the Unit Value payable in connection with the First Vesting Dates on Units that vest as of the First Vesting Date shall not be less than zero. Unit Values for Units that vest on the First Vesting Date shall remain subject to adjustment as of each subsequent Vesting Date (as set forth below), such that any subsequent payment shall remain subject to a substantial risk of forfeiture within the meaning of Code Section 409A.

(b) Second Vesting Date. With respect to all Units granted to the Participant that vest on or before the Second Vesting Date, including any Units that vested as of the First Vesting Date, an amount equal to the excess (if any) of (x) twenty-five percent 25% of the total Unit Value (determined as of the Second Vesting Date) of each of such vested Units over (y) the amount paid to the Participant (or his Beneficiary) following the First Vesting Date pursuant to Subsection 5.1(a) above (as such amount was valued as of such First Vesting Date), shall be paid to the Participant (or his Beneficiary) within 90 days after the Second Vesting Date. The portion of the Unit Value payable in connection with the Second Vesting Date on Units that vest on or before the Second Vesting Date less the payments made on certain of such Units in connection with the First Vesting Date, if any, shall not be less than zero. Unit Values for Units vesting on or before the Second Vesting Date shall remain subject to adjustment as of the Third Vesting Date (as set forth below), such that any subsequent payment shall remain subject to a substantial risk of forfeiture within the meaning of Code Section 409A.

(c) Third Vesting Date. With respect to all Units granted to the Participant that vest on or before the Third Vesting Date, including any Units that vested as of the First and Second Vesting Dates, an amount

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equal to the excess (if any) of (x) the total Unit Value (determined as of the Third Vesting Date) of each of such vested Units, over (y) the sum of the amounts paid to the Participant (or his Beneficiary) following the First and Second Vesting Dates pursuant to Subsections 5.1 (a) and (b) above (as such amounts were valued as of each of such First and Second Vesting Dates, respectively), shall be paid to the Participant (or his Beneficiary) within 90 days after the Third Vesting Date, provided that the Unit Value on the Third Vesting Date less the payments made on certain of such Units in connection with the First and Second Vesting Dates, if any, shall not be less than zero.

(d) EBITDA Growth Requirement. Notwithstanding anything in Subsections 5.1(a-c) above, the Unit Value attributable to vested Units as of any particular Vesting Date for Awards granted to a Participant that was an officer of the Company as of the date such Award was granted shall be deemed to be $0.00 as of the applicable Vesting Date unless the compounded annual growth rate (“CAGR”) of LTM EBITDA for the period between the applicable Grant Date and the last day of the quarter immediately preceding the applicable Vesting Date equals or exceeds twenty percent (20%). Any portion of an Award that is deemed to be valued at $0.00 as of either the First or the Second Vesting Dates, as the case may be, in accordance with this Section, is eligible to be revalued as of any subsequent Vesting Date, if any, if the CAGR requirement is satisfied on that subsequent Vesting Date.

5.2 Form of Payment.

(a) Officers of the Company. With respect to payments to Participants who were Company officers on the applicable Grant Date, for Units vesting on the First and Second Vesting Dates, such payments shall be in the form of Shares, based on the Share Value as of the applicable Vesting Date. For Units vesting on the Third Vesting Date, a portion of such payment shall be in the form of Shares, based on the Share Value as of the Third Vesting Date, and the remainder shall be paid in cash. The portion payable in Shares on the Third Vesting Date shall be an amount equal to the excess (if any) of (x) twenty-five percent (25%) of the total Unit Value (determined as of the Third Vesting Date) for each of such vested Units, over (y) the sum of the amounts paid to the Participant (or his Beneficiary) following the First and Second Vesting Dates (as such amounts were valued as of each of such First and Second Vesting Dates, respectively). In its sole discretion, the Committee, in its discretion, may make any payment under this section in cash, in lieu of Shares.

(b) Other Participants. With respect to payments to Participants who were not Company officers on the applicable Grant Date, all payments shall be in cash.

5.3 Payment upon Change in Control. Notwithstanding the foregoing, upon a Change in Control and subject to satisfaction of the LTM EBITDA growth requirement set forth in Section 5.1(d), the amount payable with respect to each outstanding Award shall be equal to the excess (if any) of (x) the total Unit Values (determined as of the date of the Change in Control) over (y) the sum of all payments made to the Participant (or his Beneficiary) pursuant to Section 5.1 prior to the date of such Change in Control. The date of the Change in Control shall be considered the Third Vesting Date, and the Share Value and the amount payable under an Award shall be determined as of the quarter ended immediately preceding the Change in Control. The amounts payable in respect of such Awards shall be paid within 60 days following the date of such Change in Control. For Participants who were Company officers on the applicable Grant Date, such payment shall be in the form of Shares and/or cash, as determined by the Committee in its discretion and any amount paid in Shares shall be based on the Share Value as of the date of the Change in Control. For all other Participants, such payment shall be in cash.

5.4 Payment in the Event of Termination Other Than For Cause. If a Participant terminates employment with the Company and all of its subsidiaries, whether voluntarily or involuntarily (including by death), for any reason other than for Cause, prior to the payment of any vested Award, the payment of any such vested and unpaid portion of an Award, if any, shall be made in accordance with Sections 5.1 or 5.3, as applicable, and shall be in the form prescribed in Sections 5.2 or 5.3, as applicable; provided, however, the total Unit Values for any such vested and unpaid portion of an Award as of the Third Vesting Date shall be the lesser of (a) the Unit Value

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for each of such Units as of the Third Vesting Date, or (b) the Unit Value for each of such Units calculated as if the LTM EBITDA on the last day of the quarter immediately preceding the Third Vesting Date was the LTM EBITDA as of the last day of the quarter immediately preceding the last Vesting Date that occurred immediately prior to the Participant’s termination date. In the case of termination by death, such payments will be made to the Participant’s Beneficiary.

5.5 Limited Delay in Payment. Notwithstanding anything in Sections 5.1 or 5.3 to the contrary, if the Company reasonably anticipates that the deduction with respect to all or part of any payment due to a Participant under the Plan would be limited by the application of Code Section 162(m), the Company, in its sole discretion, may delay such payment in whole or in part until a date that is no later than 2 ¹/2 months following the end of the calendar year in which such payment is no longer subject to a substantial risk of forfeiture within the meaning of Code Section 409A. In addition, the Company may further delay such payment to the extent that the requirements of Treasury Regulations Section 1.409A-1(b)(4)(ii) are satisfied.

5.6 Tax Withholding. The Company shall withhold all applicable taxes from any payment, including any federal, state and local employment taxes. Upon vesting of Units or upon the issuance of Shares to a Participant or Beneficiary pursuant to the Plan, Participant or Beneficiary shall pay an amount equal to the amount of applicable federal, state and local employment taxes which the Company is required to withhold at any time as a result of such vesting or issuance. Such payment may be made in cash, by withholding from the Participant’s normal or other incentive pay, from the cash portion of the Award (if any) that is payable at the same time, or, with respect to the issuance of Shares to the Participant pursuant to this Agreement, by delivery of shares of Common Stock (including shares issuable under the Plan) in accordance with Section 14(a) of the Cash America LTIP.

5.7 EBITDA Adjustments for Other Business. If the applicable Base Period LTM EBITDA includes EBITDA for any stand-alone business not owned by CashNetUSA that CashNetUSA manages on behalf of the Company or other subsidiaries of the Company and CashNetUSA ceases to manage such stand-alone business on behalf of the Company or its other subsidiaries prior to the third anniversary of the applicable Grant Date, then for all periods following the date CashNetUSA ceases to manage such stand-alone business EBITDA for such stand-alone business following such date will not be included in any LTM EBITDA calculations and Unit Values following such date shall be determined as if EBITDA for such stand-alone business was not included in the Base Period LTM EBITDA as of the applicable Grant Date.

5.8 EBITDA Adjustments for Pennsylvania. Notwithstanding anything in this Plan to the contrary, if PA TTM EBITDA for a specific period does not exceed the Base PA TTM EBITDA, the PA TTM EBITDA will not be included in LTM EBITDA for such period (in accordance with Section 2.20 above); provided, however, for any specified period that PA TTM EBITDA exceeds the Base PA TTM EBITDA, then the excess of PA TTM EBITDA as of such specified period over Base PA TTM EBITDA shall be included in LTM EBITDA for such specified period. The Committee, in its sole discretion, is responsible for attributing earnings derived from, or business conducted with, residents of the State of Pennsylvania and the expenses allocable to such earnings for the purposes of determining PA TTM EBITDA as of any specified date.

SECTION 6

ADMINISTRATION

6.1 Committee is the Administrator. The Plan shall be administered by the Committee.

6.2 Committee Authority. The Committee shall have all discretion and authority necessary or appropriate to administer the Plan and to interpret the provisions of the Plan, including, but not limited to, the terms of the Plan providing for the definition of “EBITDA” and the manner in which EBITDA is to be calculated under the terms of the Plan. Any determination, decision or action of the Committee in connection with the construction, interpretation, administration or application of the Plan shall be final, conclusive and binding upon all persons, and shall be given the maximum deference permitted by law.

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SECTION 7

GENERAL PROVISIONS

7.1 Nonassignability. A Participant shall have no right to encumber, assign or transfer any interest under the Plan.

7.2 No Effect on Employment. The establishment and subsequent operation of the Plan, including eligibility as a Participant, shall not be construed as conferring any legal or other rights upon a Participant for the continuation of his or her employment for any period. Generally, employment with the Company is on an at-will basis only. Except as may be provided in an employment contract with the Participant, the Company expressly reserves the right, which may be exercised at any time, to terminate any individual’s employment without cause, and to treat him or her without regard to the effect which such treatment might have upon him or her as a Participant.

7.3 No Individual Liability. No member of the Committee or any officer of the Company shall be liable for any determination, decision or action made in good faith with respect to the Plan or any Award under the Plan.

7.4 Severability; Governing Law. If any provision of the Plan is found to be invalid or unenforceable, such provision shall not affect the other provisions of the Plan, and the Plan shall be construed in all respects as if such invalid provision has been omitted. The provisions of the Plan shall be governed by and construed in accordance with the laws of the State of Texas, with the exception of Texas’ conflict of laws provision.

7.5 Amendment to Cash America LTIP. Notwithstanding anything in this Plan to the contrary, this Plan is subject to the shareholders of the Company approving certain amendments to the Cash America LTIP, which approval shall be sought at the Company’s annual meeting in 2009.

SECTION 8

AMENDMENT AND TERMINATION

8.1 Amendment and Termination. The Committee may amend or terminate the Plan at any time and for any reason; provided, no such amendment or termination shall adversely affect a Participant’s rights with respect to an outstanding Award.

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