Form 8-K CASH AMERICA INTERNATION For: Dec 17

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (Date of Earliest Event Reported): December�17, 2014

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CASH AMERICA INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

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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

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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:

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

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

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

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

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

On December�17, 2014, the Management Development and Compensation Committee (the �Committee�) of the Board of Directors of Cash America International, Inc. (the �Company�) approved a special one-time award of restricted stock units (�RSU�) under the Cash America International, Inc. 2014 Long-Term Incentive Plan (the �2014 LTIP�) to certain Company officers, including the Company�s Executive Vice President and Chief Financial Officer, Thomas A. Bessant, Jr., and the Company�s Executive Vice President, General Counsel�& Secretary, J. Curtis Linscott. Mr.�Bessant received 97,315 RSUs and Mr.�Linscott received 76,120 RSUs in connection with this one-time RSU award. The number of RSUs granted to Messrs.�Bessant and Linscott was determined by dividing $2,132,100 and $1,667,776, respectively, by $21.91, which was the average closing price of the Company�s common stock for the 20 consecutive calendar-day period ended at the close of business on December�17, 2014 (and then the number of RSUs awarded was rounded up to the nearest multiple of five for equal vesting of the RSUs over the five-year period of the award). The RSUs were awarded to Messrs. Bessant and Linscott and certain other Company officers to reward them in recognition of the significant contributions they have made to advance numerous key strategic initiatives of the Company, to provide a retention incentive for these officers and to motivate them to continue their efforts in further advancing the interests of the Company.

The RSU awards have a grant date of December�18, 2014, and will vest in five equal installments on January�31 of each year, with the first vesting to occur on January�31, 2016. In connection with the RSU awards, the Committee approved a form award agreement that sets forth the terms and conditions of the RSU awards that are generally consistent with previously disclosed terms of the 2014 LTIP and previous RSU award agreements. The form of RSU award agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

ITEM�9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

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Exhibit�No.	��	Description
10.1	��	Form of Cash America International, Inc. 2014 Long-Term Incentive Plan � December 2014 Restricted Stock Unit Award Agreement

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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.

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	�		�	CASH�AMERICA�INTERNATIONAL,�INC.
Date: December 22, 2014	�		�	By:	�	/s/ J.�Curtis�Linscott
	�		�		�	J. Curtis Linscott
	�		�		�	Executive Vice President,
	�		�		�	General Counsel & Secretary

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EXHIBIT INDEX

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Exhibit�No.	��	Description
10.1	��	Form of Cash America International, Inc. 2014 Long-Term Incentive Plan � December 2014 Restricted Stock Unit Award Agreement

Exhibit 10.1

CASH AMERICA INTERNATIONAL, INC.

2014 LONG-TERM INCENTIVE PLAN � DECEMBER 2014 RESTRICTED STOCK UNIT

AWARD AGREEMENT

This 2014 Long-Term Incentive Plan � December 2014 Restricted Stock Unit Award Agreement (the �Agreement�) is entered into as of the 18^th day of December, 2014, by and between CASH AMERICA INTERNATIONAL, INC. (the �Company�) and ������������ (�Employee�).

W I T N E S S E T H:

WHEREAS, the Company has adopted the Cash America International, Inc. 2014 Long-Term Incentive Plan (the �Plan�), which is administered by the Management Development and Compensation Committee of the Company�s Board of Directors (the �Committee�); and

WHEREAS, any terms used herein with an initial capital letter shall have the same meaning as provided in the Plan, unless otherwise specified herein; and

WHEREAS, pursuant to Section�4 and Section�9 of the Plan, the Committee has granted to Employee an award (the �Award�) of Restricted Stock Units (�RSUs�) to encourage Employee�s continued loyalty and diligence;

WHEREAS, the RSUs represent the unfunded and unsecured promise of the Company to issue to Employee an equivalent number of shares of the common stock of the Company or its successors (�Shares�) at a future date, subject to the terms of this Agreement.

NOW, THEREFORE, for and in consideration of the mutual promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Award.

(a) General. Subject to the restrictions and other conditions set forth herein, the Company hereby grants to Employee an Award of ������������ RSUs.

(b) Grant Date. The Award was granted to Employee on December�18,�2014 (the �Grant Date�).

2. Vesting. The Award shall vest as follows: Substantially equal 20% increments of the RSUs shall vest on each of the following dates as long as Employee continuously remains (i)�employed by the Company or its Affiliates, and/or (ii)�a member of the Company�s Board of Directors (the �Board�), through the applicable vesting date: January�31,�2016; January�31,�2017; January�31,�2018, January�31, 2019 and January�31,�2020. Any RSUs that have not vested shall remain subject to forfeiture under Section�3 of this Agreement.

3. Treatment of Award Upon Termination of Employment or Failure to Vest. Upon Employee�s termination of employment with the Company and all of its Affiliates (and, if applicable, upon termination of his or her service as a member of the Company�s Board) for any reason (including death), any portion of the Award that has not yet vested as provided in Section�2 of this Agreement shall be immediately forfeited, and Employee shall forfeit any and all rights in or to such unvested portion of the Award.

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4. Delivery of Shares. (a)�as each 20%-portion of the Award vests, the Company shall instruct its transfer agent to issue Shares, either in book entry or stock certificate form, which shall evidence the conversion of such vested RSUs into whole vested Shares, in the name of Employee (or if Employee has died, in the name of Employee�s designated beneficiary or, if no beneficiary has been designated, Employee�s estate (�Beneficiary�)) within a reasonable time after the vesting date of such 20%-portion of the Award, but (b)�in no event will the Shares relating to the then-vesting portion of the Award be transferred to Employee (or, if applicable, to Employee�s Beneficiary) later than December�31 of the calendar year in which the vesting date for the then-vesting portion of the Award occurs. The Company shall not be required to deliver any fractional Shares under the Award. Any fractional Share shall be rounded up to the next whole Share.

5. Change in Control.

(a) Vesting and Payment. In the event of a Change in Control (as defined below) while Employee is still employed by the Company or an Affiliate and/or while serving as a member of the Company�s Board, if applicable, vesting of the Award shall automatically accelerate and the Award shall become 100% vested as of the date the Change in Control occurs as long as Employee has remained continuously employed through such date by the Company or by an entity that is an Affiliate of the Company on the day immediately preceding the date of the Change in Control and/or served as a member of the Company�s Board through such date. In such event, the Shares payable with respect to the outstanding vested RSUs shall be delivered to Employee in a lump sum within 60 days following the date of the Change in Control. A �Change in Control� shall mean an event that is 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, all as defined in Code Section�409A and guidance issued thereunder (collectively, �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 above, a �Change in Control� shall not include any event that is not treated under Code Section�409A as a change in control event with respect to Employee. Notwithstanding the incorporation of certain provisions from the Treasury Regulations under Code Section�409A, the Company intends that all payments under this Agreement be exempt from Section�409A under the exemption for short-term deferrals in Treasury Regulations Section�1.409A-1(b)(4).

(b) Substitution. Notwithstanding anything set forth herein to the contrary, upon a Change in Control, the Committee, in its sole discretion, may, in lieu of issuing Shares, provide Employee with an equivalent amount payable in the form of cash.

6. Agreement of Employee. Employee acknowledges that certain restrictions under state or federal securities laws may apply with respect to the Shares to be issued pursuant to the Award. Specifically, Employee acknowledges that, to the extent Employee is an �affiliate� of the Company (as that term is defined in Rule 144 under the Securities Act of 1933 (�Rule 144�)), the Shares to be issued as a result of the Award are subject to certain restrictions under applicable securities laws (including particularly Rule 144). Employee hereby agrees to comply with such state and federal securities laws with respect to any applicable restrictions on the resale of such Shares and to execute such documents and take such actions as the Company may reasonably require in connection therewith.

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7. Withholding. Upon the issuance of Shares to Employee pursuant to this Agreement, Employee shall pay an amount equal to the amount of all applicable federal, state and local employment taxes which the Company is required to withhold at any time. Such payment may be made in cash or, with respect to the issuance of Shares to Employee pursuant to this Agreement, by delivery of whole Shares (including Shares issuable under this Agreement) in accordance with Section�14(a) of the Plan.

8. Adjustment of Awards.

(a) If there is an increase or decrease in the number of issued and outstanding Shares through the payment of a stock dividend or resulting from a stock split, a recapitalization, or a combination or exchange of Shares, then the number of outstanding RSUs hereunder shall be adjusted so that the proportion of such Award to the Company�s total issued and outstanding Shares remains the same as existed immediately prior to such event.

(b) If there is spin-off or other similar distribution to the Company�s shareholders of stock, the number and type of shares subject to the Award shall be adjusted by the Committee (which adjustment may include Shares, stock of such Affiliate, cash or a combination thereof) so that the value of the outstanding Award immediately prior to such event is preserved, as determined by the Committee in its sole discretion. If stock of an Affiliate or former Affiliate becomes subject to the Award as a result of any such adjustment, the terms of the Agreement shall apply to such stock in the same manner as if it were Shares.

(c) Except as provided in subsections (a)�and (b)�above, no adjustment in the number of Shares subject to any outstanding portion of the RSUs shall be made upon the issuance by the Company of shares of any class of its capital stock or securities convertible into shares of any class of capital stock, either in connection with a direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon the conversion of any other obligation of the Company that may be convertible into such shares or other securities.

(d) Upon the occurrence of events affecting Shares other than those specified in subsections (a), (b)�and (c)�above, the Committee may make such other adjustments to awards as are permitted under Section�5(c) of the Plan. This section shall not be construed as limiting any other rights the Committee may have under the terms of the Plan.

9. Plan Provisions.

In addition to the terms and conditions set forth herein, the Award is subject to and governed by the terms and conditions set forth in the Plan, as may be amended from time to time, which are hereby incorporated by reference. In the event of any conflict between the provisions of the Agreement and the Plan, the Plan shall control. For the avoidance of doubt and without limiting anything herein or in the Plan, Employee hereby acknowledges that the compensation recovery provisions described in Section�14(n) of the Plan apply to the Award granted hereunder and this Agreement.

10. Miscellaneous.

(a) Limitation of Rights. The granting of the Award and the execution of the Agreement shall not give Employee any rights to (1)�similar grants in future years, (2)�any right to be retained in the employ or service of the Company or any Affiliates, or (3)�interfere in any way with the right of the Company or its Affiliates to terminate Employee�s employment or services at any time.

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(b) Interpretation. Employee accepts this Award subject to all the terms and provisions of the Plan and this Agreement. The undersigned Employee hereby accepts as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan and this Agreement.

(c) Shareholder Rights. Neither Employee nor Employee�s Beneficiary shall have any of the rights of a shareholder with respect to any Shares issuable upon vesting of any portion this Award, including, without limitation, a right to cash dividends or a right to vote, until (i)�such portion of the Award is vested, and (ii)�such Shares have been delivered and issued to Employee or Employee�s Beneficiary pursuant to Section�4 of this Agreement.

(d) Severability. If any term, provision, covenant or restriction contained in the Agreement is held by a court or a federal regulatory agency of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions contained in the Agreement shall remain in full force and effect, and shall in no way be affected, impaired or invalidated.

(e) Controlling Law. The Agreement is being made in Texas and shall be construed and enforced in accordance with the laws of that state.

(f) Construction. The Agreement and the Plan contain the entire understanding between the parties, and supersede any prior understanding and agreements between them, representing the subject matter hereof. There are no representations, agreements, arrangements or understandings, oral or written, between and among the parties hereto relating to the subject matter hereof which are not fully expressed herein.

(g) Headings. Section and other headings contained in the Agreement are for reference purposes only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of the Agreement or any provision hereof.

(h) Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements contained herein shall be binding upon and inure to the benefit of Employee�s heirs, legal representatives, successors and assigns.

(i) Execution/Acceptance. This Agreement may be executed and/or accepted electronically by Employee and/or executed in duplicate counterparts, the production of either of which (including a signature or proof of electronic acceptance) shall be sufficient for all purposes for the proof of the binding terms of this Agreement.

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.

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IN WITNESS WHEREOF, the parties hereto have executed the Agreement as of the day and year first set forth above.

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*	Electronic acceptance of this Award by Employee shall bind Employee by the terms of this Agreement pursuant to Section�10(i) of this Agreement.

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