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):

January 26, 2011

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

Short-Term Incentive Plan

On January 26, 2011, the independent members of the Board of Directors (the “Board”) of Cash America International, Inc. (the “Company”), on the recommendation of its Management Development and Compensation Committee (the “Committee”), approved the terms and conditions of the short term incentive compensation plan for executive officers of the Company for 2011 (the “2011 STI plan”), which is a cash incentive plan that will be administered by the Committee under the Company’s Senior Executive Bonus Plan, as amended. Under the 2011 STI plan, a cash bonus pool may be funded based on the Company’s achievement of certain financial objectives for 2011 and on other factors as determined by the Committee.

The Committee established performance measures for the 2011 STI plan based on the Company’s goals for earnings before taxes, excluding any unusual items (the “EBT”). The Committee also established additional performance measures for the President of the Company’s Retail Services Division and the President of the Company’s E-Commerce Division (the “Division Presidents”), which are tied to financial measures applicable to their respective business units (“Division Measures”). Incentives for the Company’s President and Chief Executive Officer, Chief Financial Officer and General Counsel are based on the Company’s consolidated EBT, and incentives for the Division Presidents are based in part on the Company’s consolidated EBT and in part on the Division Measures applicable to their respective business units.

Before any awards can be earned and available for payment under any aspect of the 2011 STI plan, the Company must meet a threshold level of EBT in 2011 and/or a threshold level of a particular Division Measure in 2011. As the Company’s EBT and/or a Division Measure increases above the established threshold, the amount available to be paid under the 2011 STI plan increases ratably thereafter not to exceed a cap of 200%. After December 31, 2011, the Committee will evaluate whether the Company has met the threshold EBT and/or whether a Division has met its applicable Division Measure threshold, and the Committee will determine whether or not to pay out awards under the 2011 STI plan and the amounts of such awards, if any. In addition, the 2011 STI plan contains a “clawback” provision that allows the Committee to recoup all or some of the amount paid to an executive officer under certain circumstances when there is a material restatement of the Company’s financial results.

The target percentage of base salary for each executive officer who was named in the Company’s 2010 Proxy Statement (the “Named Executive Officers”) that would be payable upon achieving the 2011 EBT and/or the applicable Division Measure goals and the portion of their incentive that is tied to such goals are as follows:

Name	Target Percentage of Base Salary			Portion of Target tied to 2011 EBT			Portion of Target tied to an applicable 2011 Division Measure
Daniel R. Feehan,		100	%		100	%		—
President and Chief Executive Officer
Thomas A Bessant, Jr.,		70	%		100	%		—
Executive Vice President and Chief Financial Officer
Timothy S. Ho,		70	%		25	%		75	%
President – E-Commerce Division
Dennis J. Weese,		70	%		50	%		50	%
President – Retail Services Division
J. Curtis Linscott,		70	%		100	%		—
Executive Vice President, General Counsel & Secretary

Long Term Incentive Plan Awards

Restricted Stock Units

On January 26, 2011, the independent members of the Board, on the recommendation of the Committee, approved awards of restricted stock units (“RSU”) to the Company’s Named Executive Officers under the Cash America International, Inc. First Amended and Restated 2004 Long-Term Incentive Plan, as amended (the “2004 LTIP”). In connection with these grants and pursuant to the 2004 LTIP, the Board approved form award agreements (the “RSU Agreements”) that set forth the terms and conditions of the RSU awards.

For the Company’s Named Executive Officers, a portion of the RSUs granted under the RSU Agreements will vest in four equal installments on February 25, 2012 and on January 31, 2013, 2014 and 2015 (the “Time-Based RSUs”). The remaining portion (the “Performance-Based RSUs”) will vest subject to the Company’s achievement of an improved earnings per share over the three-year period ending December 31, 2013 as set forth in the RSU Agreement. Based on the Company’s performance during that period, 0% to 200% of the target Performance-Based RSUs will be eligible to vest on January 1, 2014, subject to the Committee certifying the applicable performance results. The vesting of all RSU awards are subject to the award recipient’s continuous service as an employee or director of the Company on the applicable vesting date, with certain exceptions as set forth in the RSU Agreement. In addition, the RSU Agreements contain a “clawback” provision that allows the Committee to recoup all or some of the Performance-Based RSU awards under certain circumstances when there is a material restatement of the Company’s financial results. Other terms of these awards are consistent with previously disclosed terms of the 2004 LTIP.

The following table shows the shares issuable upon the vesting of each award, including the percentage of the aggregate award represented by the Time-Based RSUs and the Performance-Based RSUs.

	Share Amounts Awarded				Percentage of Total Award (1)
Name	Time- Based RSUs		Target Performance- Based RSUs (2)		Time- Based RSUs			Target Performance- Based RSUs
Daniel R. Feehan,		16,126		16,126		50	%		50	%
President and Chief Executive Officer
Thomas A Bessant, Jr.,		9,778		3,259		75	%		25	%
Executive Vice President and Chief Financial Officer
Timothy S. Ho,		9,329		3,110		75	%		25	%
President – E-Commerce Division
Dennis J. Weese,		10,115		3,372		75	%		25	%
President – Retail Services Division
J. Curtis Linscott,		7,643		2,548		75	%		25	%
Executive Vice President, General Counsel & Secretary

(1) Based on the target Performance-Based RSU shares shown in the table.

(2) Reflects the target number of shares issuable upon vesting for the Performance RSUs if the Company achieves its target performance objectives. The number of Performance-Based RSUs that each Named Executive Officer could receive pursuant to these RSU awards if the Company exceeds its target performance objectives increases ratably up to the maximum number of Performance-Based RSUs established for each Named Executive Officer, as follows: Mr. Feehan – 32,252; Mr. Bessant – 6,519; Mr. Ho – 6,219; Mr. Weese – 6,744; and Mr. Linscott – 5,095.

Cash America International, Inc. 2008 Long Term Incentive Plan for Cash America Net Holdings, LLC

On January 26, 2011, the independent members of the Board, on the recommendation of the Committee, approved an amendment (the “Termination Amendment”) to the Cash America International, Inc. 2008 Long Term Incentive Plan for Cash America Net Holdings, LLC (the “2008 CashNet LTIP”), which terminates the

2008 CashNet LTIP for employees who agree to an accelerated vesting date of January 26, 2011 for a prorated portion of such employee’s unvested units that were outstanding on January 26, 2011 and early payment in cash for such units. Mr. Ho is the only Named Executive Officer who participates in the 2008 CashNet LTIP. Mr. Ho has agreed to the termination of his outstanding unvested units under the 2008 CashNet LTIP and will receive payment in the amount of $1,385,077 for the prorated portion of his units that vested on January 26, 2011 in accordance with the Termination Amendment. The Termination Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

E-Commerce Division Performance Units

On January 26, 2011, the independent members of the Board, on the recommendation of the Committee, approved a form of Long-Term Incentive Plan Award Agreement for the E-Commerce Division of the Company (the “LTIP Award Agreement”) under the 2004 LTIP pursuant to which grants of performance units (“Performance Units”) that will be paid solely in cash may be made to certain employees of the Company’s E-Commerce Division, including Mr. Ho. Pursuant to the LTIP Award Agreement, Performance Units will vest over a three-year period, subject to the employee’s continued employment with the Company and the satisfaction of certain conditions related to an increase in earnings before interest, taxes, depreciation and amortization (“EBITDA”) each year over a three-year period ending December 31, 2013 as set forth in the LTIP Award Agreement. Payments for all Performance Units that vest will be made within a reasonable period of time each year following the Committee’s certification of the applicable performance results. The unit value of each Performance Unit will be based on a percentage of the yearly increase in EBITDA divided by 33,333 (which is one-third of the total units that may be granted in 2011). In addition, the LTIP Award Agreement for Mr. Ho contains a “clawback” provision that allows the Committee to recoup all or some of the payments made pursuant to the LTIP Award Agreement under certain circumstances when there is a material restatement of the Company’s financial results. Other terms of these awards are consistent with previously disclosed terms of the 2004 LTIP.

In connection with the approval of the LTIP Award Agreement, on January 26, 2011 the Board, on the recommendation of the Committee, approved a grant of 12,900 Performance Units to the President of the E-Commerce Division, Mr. Ho. Mr. Ho’s Performance Units are eligible to vest in thirds over a three year period, subject to the conditions described above and in his LTIP Award Agreement.

Amended Chief Executive Officer Employment Agreement

On January 26, 2011, the Company, its wholly-owned subsidiary, Cash America Management L.P. (collectively, “Cash America”), and Daniel R. Feehan, the Company’s President and Chief Executive Officer entered into the Second Amendment to Employment Agreement (the “Amendment”) dated May 1, 2008 (the “Agreement”) and amended on December 24, 2008, to delete the provision in the Agreement that allowed for a gross-up payment for excise and other taxes that could become payable as a result of payments made in connection with a Change in Control (as defined in the Agreement). The Amendment is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No.	Description
10.1	2011 Amendment to the Cash America International, Inc. 2008 Long Term Incentive Plan for Cash America Net Holdings, LLC, dated January 26, 2011
10.2	Second Amendment to Employment Agreement by and among Cash America International, Inc., Cash America Management L.P., a wholly-owned subsidiary of the Company, and Daniel R. Feehan, dated January 26, 2011

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: February 1, 2011	By:	/s/ J. Curtis Linscott
		J. Curtis Linscott
		Executive Vice President, General Counsel & Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.1	2011 Amendment to the Cash America International, Inc. 2008 Long Term Incentive Plan for Cash America Net Holdings, LLC, dated January 26, 2011
10.2	Second Amendment to Employment Agreement by and among Cash America International, Inc., Cash America Management L.P., a wholly-owned subsidiary of the Company, and Daniel R. Feehan, dated January 26, 2011

EX-10.1

Exhibit 10.1

2011 AMENDMENT TO THE

CASH AMERICA INTERNATIONAL, INC.

2008 LONG TERM INCENTIVE PLAN

FOR CASH AMERICA NET HOLDINGS, LLC

THIS AMENDMENT (this “Amendment”) to the Cash America International, Inc. 2008 Long Term Incentive Plan for Cash America Net Holdings, LLC (the “Plan”) hereby is adopted by the Management Development and Compensation Committee of the Board of Directors (the “Committee”) of Cash America International, Inc.

BACKGROUND

A. The Plan has been used to attract and retain employees for Cash America Net Holdings, LLC and its subsidiaries (“CashNetUSA”).

B. Section 8.1 of the Plan provides the Committee with the authority to amend and terminate the Plan as long as any such amendment or termination does not adversely affect a Plan participant’s rights with respect to any outstanding award.

C. The Third Vesting Date (as defined in the Plan before this Amendment) has not yet occurred with respect to any Awards granted under the Plan.

D. The Committee has determined to amend the Plan, in part, (i) by accelerating the vesting date to January 26, 2011 of a prorated portion of the unvested Units (as defined in the Plan) that were outstanding on such date; and (ii) by paying out all unpaid amounts under vested Awards no later than March 31, 2011.

E. The Committee also has determined that this Amendment will be effective for a Plan participant only if such participant agrees to forfeit all of the Units that have not vested on or before January 26, 2011 under the terms of this Amendment.

F. Finally, the Committee has determined that this Amendment will not affect the short-term deferral rule exemption (under Section 409A of the Internal Revenue Code of 1986, as amended) for any award.

TERMS OF AMENDMENT

Effective as of January 26, 2011 (the “Amendment Effective Date”), the Plan hereby is amended as follows:

1. Section 2 is hereby amended by adding thereto, immediately following Section 2.16, the following new section:

2.16 A “Final Vesting Date Units” means the sum of the following with respect to each Award granted (whether granted on the

Initial Grant Date or any Interim Grant Dates) before the Final Vesting Date: (i) the total number of Units that vested as of the First and Second Vesting Dates (if any) occurring on or before the Final Vesting Date; plus (ii) the number of all other outstanding Units granted under such Award multiplied by a fraction (A) the numerator of which is the number of months during the period from the most recent Vesting Date (or from the Grant Date if no Vesting Date occurred on or before the Final Vesting Date) through the Final Vesting Date and (B) the denominator of which is the number of months during the period from the most recent Vesting Date (or from the Grant Date if no Vesting Date occurred on or before the Final Vesting Date) through the third anniversary of the Grant Date. For purposes of determining the Final Vesting Date Units, the number of months during any period shall be rounded (up or down) to the nearest full month. All Units that do not qualify as Final Vesting Date Units shall be forfeited and eliminated. Any fractional Units that vest in accordance with this Section 2.16 A shall be rounded up to the next whole Unit.

2. Section 2.28 hereby is amended by deleting said section in its entirety and by substituting in lieu thereof the following:

2.28 “Vesting Date” means (i) the anniversary date (if any) occurring in each year after the applicable Grant Date and on or before January 26, 2011 (the “First Vesting Date” or the “Second Vesting Date,” as applicable), and (ii) January 26, 2011 (the “Final Vesting Date”). With respect to the Initial Grant Date, the First Vesting Date shall be October 31, 2009, and the Second Vesting Date shall be October 31, 2010.

3. Section 2.29 hereby is amended by deleting said section in its entirety and by substituting in lieu thereof the following:

2.29 “Vesting Date LTM EBITDA” means, for each Vesting Date, the following: (i) 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 (if any); (ii) 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 (if any); and (iii) the “Final Vesting Date LTM EBITDA” shall be the LTM EBITDA for the period ending on the last day of the quarter immediately preceding the Final Vesting Date.

4. Sections 3.1 through 3.4 hereby are amended by deleting said sections in their entirety, such that after the Amendment Effective Date no other awards will be granted under the Plan.

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5. Section 4.1 hereby is amended by deleting said section in its entirety and by substituting in lieu thereof the following:

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 (if any)	33  1/3%
Second Vesting Date (if any)	33  1/3%

All Final Vesting Date Units not previously vested as of a First Vesting Date or Second Vesting Date shall vest as of the Final Vesting Date. No Units shall vest after the Final Vesting Date.

6. Sections 5.1(b) and 5.1(c) are hereby amended by deleting said sections in their entirety and by substituting in lieu thereof the following:

(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 Final 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) Final Vesting Date. With respect to all Final Vesting Date Units, an amount equal to the excess (if any) of (x) the total Unit Value (determined as of the Final 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 (if any) pursuant to Subsections 5.1(a) and (b) above (as such amounts were valued as of each of any such First and Second Vesting Dates, respectively), shall be paid to the Participant (or his Beneficiary) between January 26, 2011 and March 31, 2011, provided that the

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amounts payable pursuant to this Section 5.1(c), if any, shall not be less than zero.

7. Sections 5.2 through 5.4 hereby are amended by deleting said sections in their entirety and by substituting in lieu thereof the following:

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. The Units vesting on the Final Vesting Date shall be paid in cash. 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 Final 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

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applicable; provided, however, the total Unit Values for any such vested and unpaid portion of an Award as of the Final Vesting Date shall be the lesser of (a) the Unit Value for each of such Units as of the Final Vesting Date, or (b) the Unit Value for each of such Units calculated as if the LTM EBITDA on the Final 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.

8. Paragraph 4 of this Amendment shall apply to all Plan participants. All other paragraphs of this Amendment shall apply only to Plan participants who agree to the forfeiture of the number of their outstanding Units, which are not included in the Final Vesting Date Units, as defined in Section 2.16A(ii) of the Plan (as amended by this Amendment). For all Plan participants who do not so consent, the Plan shall remain unaffected by this Amendment, except for Paragraph 4 hereof.

9. With respect to all Participants who consent to the forfeiture of Units (as provided in Paragraph 6 hereof), once all payments due under the Plan relating to the Final Vesting Date (as defined in the Plan, as amended hereby) have been made, the Plan shall be terminated in its entirety.

10. All capitalized terms not otherwise defined herein shall have the meaning ascribed to such term in the Plan.

This Amendment is executed this 26th day of January, 2011.

CASH AMERICA INTERNATIONAL, INC.
By:	/s/ James H. Graves
	James H. Graves
	Chairman, Management Development
	and Compensation Committee

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EX-10.2

Exhibit 10.2

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is made on this 26^th day of January, 2011, by and between Cash America International, Inc., a Texas corporation (“CAI”); Cash America Management L.P., a wholly-owned subsidiary of CAI (“CAM”); and Daniel R. Feehan, an individual whose principal residence is in Fort Worth, Texas (“Executive”).

STATEMENT OF BACKGROUND

A. CAI and CAM entered into an employment agreement with Executive, dated May 1, 2008, which was amended on December 24, 2008 (the “Agreement”).

B. The parties wish to amend the Agreement in the particulars specified herein.

STATEMENT OF AGREEMENT

In consideration of good and valuable consideration, the sufficiency of which hereby is acknowledged, the parties agree to amend the Agreement effective as of the date of this Amendment as follows:

1. Section 6(d) of the Agreement is hereby deleted in its entirety.

2. Except as expressly modified by this Amendment, all other terms and conditions of the Agreement shall remain unchanged and in full force and effect.

3. This Amendment may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement on this the 26^th day of January, 2011.

EXECUTIVE	CASH AMERICA INTERNATIONAL, INC.
/s/ Daniel R. Feehan	By:	/s/ James H. Graves
Daniel R. Feehan		James H. Graves,
		Chairman of the Management Development & Compensation Committee of the Board of Directors
	CASH AMERICA MANAGEMENT L.P.
	By:	Cash America Holding, Inc.,
		its general partner
		By:	Cash America International, Inc.,
			its sole shareholder
			By:	/s/ James H. Graves
				James H. Graves,
				Chairman of the Management Development & Compensation Committee of the Board of Directors