Cash America International, Inc. 2004 Long-Term Incentive Plan


Exhibit 10.21



     The purpose of the Plan is to promote the interests of the Company and its stockholders bygiving 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 offersuch persons incentives that are directly linked to the profitability of the Company’s business andincreases in stockholder value, and to afford such persons an opportunity to acquire a proprietaryinterest in the Company.


     “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 moreintermediaries, is controlled by, controlling or under common control with the Company.

     “Applicable Laws” shall mean the legal requirements relating to the administration of stockincentive plans, if any, under applicable provisions of federal securities laws, state corporateand securities laws, the Code, the rules of any applicable stock exchange or national marketsystem, and the rules of any foreign jurisdiction applicable to Awards granted to residentstherein.

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

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

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

     “Change in Control” shall have the meaning set forth in Section 14 of the Plan.

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



     “Committee” shall mean a committee of Directors designated by the Board to administer thePlan, which shall initially be the Management Development and Compensation Committee of the Boardof Directors. The Committee shall be composed of not less than such number of Directors as shallbe required to permit Awards granted under the Plan to qualify under Rule 16b-3 and under Section162(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 theCommittee who is or may be a “covered employee” within the meaning of Section 162(m)(3) of the Codein the year in which any such Award is granted or in the year in which such Award is expected to betaxable to such Participant.

     “Designated Beneficiary” shall mean the beneficiary designated by the Participant, in a mannerdetermined by the Committee, to receive amounts due the Participant in the event of theParticipant’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 providingservices to the Company or any Affiliate, and prospective employees and consultants who haveaccepted offers of employment or consultancy from the Company or any Affiliate, whom the Committeedetermines to be an Eligible Individual.

     “Employee” shall mean any person treated as an employee (including an officer or a Directorwho is also treated as an employee) in the records of the Company or any Affiliate and, withrespect to any Incentive Stock Option granted to such person, who is an employee for purposes ofSection 422 of the Code; provided, however, that neither service as a Director nor payment of aDirector’s fee shall be sufficient to constitute employment for purposes of the Plan. The Companyshall determine in good faith and in the exercise of its discretion whether an individual hasbecome or has ceased to be an Employee and the effective date of such individual’s employment ortermination of employment without regard to any notice period or period of “garden leave”, as thecase may be. For purposes of an individual’s rights, if any, under the Plan as of the time of theCompany’s determination, all such determinations by the Company shall be final, binding andconclusive, notwithstanding that the Company or any court of law or governmental agencysubsequently 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 tothe date in question on which the Stock was traded on the New York Stock Exchange or such othernational securities market or exchange as may at the time be the principal market for the CommonStock as designated by the Committee, or if the Shares were not traded on such national securitiesmarket 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.

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

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

     “Non-Stock-Based Incentive Compensation” refers to incentive compensation whose value is notbased in whole or in part on the value of Common Stock.

     “Nonqualified Stock Option” means any Option granted under Section 6 of the Plan that is notan 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 themeaning of Section 162(m) of the Code, as a “non-employee director” within the meaning of Rule16b-3 and as an “independent director” within the meaning of the listing requirements of the NewYork Stock Exchange or such other national securities market or exchange as may at the time be theprincipal market for the Common Stock.

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

     “Payment Value” shall mean the dollar amount assigned to a Performance Share, which shall beequal to the Fair Market Value of the Common Stock on the day of the Committee’s determinationunder Section 8(c) with respect to the applicable Performance Cycle.

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

     “Performance Goals” means the performance goals established by the Committee in connectionwith the grant of an Award. In the case of Qualified Performance-Based Awards, (i) such



goals shallbe based on the attainment of one or more of the following objective measures with respect to theCompany or an Affiliate, or such subsidiary, division or department of the Company or an Affiliatefor or within which the Participant performs services: revenue growth; earnings before interest,taxes, depreciation, and amortization; earnings before interest and taxes; operating income; pre-or after- tax income; earnings per share; cash flow; cash flow per share; return on equity; returnon invested capital; return on assets; economic value added (or an equivalent metric); share priceperformance; total shareholder return; improvement in or attainment of expense levels; improvementin or attainment of working capital levels; (ii) such Performance Goals shall be set by theCommittee in writing within the time period prescribed by Section 162(m) of the Code so that theoutcome is substantially uncertain at the time the Performance Goals are established; and (iii) theCommittee certifies that such Performance Goals were met. Such Performance Goals also may be basedupon the attaining of specified levels of Company performance under one or more of the measuresdescribed above relative to the performance of other companies.

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

     “Restricted Period” shall mean the period of years selected by the Committee during which agrant 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 Participantunder Section 9 of the Plan.

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

     “Rule 16b-3” shall mean Rule 16b-3, as promulgated by the Securities and Exchange Commissionunder 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 deductibilityimposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C) of the Code.

     “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 securitiesmarket 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 ofthe Plan.

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


     (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 andauthority to:

          (i) designate Participants;

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

          (iii) determine the number of Shares to be covered by (or the method by which payments orother 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 AwardAgreement and accelerate the vesting and/or exercisability of any Option or waive any restrictionsrelating 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 theExercise Price thereof, (y) cancelled in conjunction with the grant of any new Option with a lowerExercise Price, or (z) otherwise subject to any action that would be treated, for accountingpurposes, as a “repricing” of such Option, unless such amendment, cancellation, or action isapproved by the stockholders of the Company to the extent required by applicable law and stockexchange rules and (B) the Committee may not adjust upward the amount payable to a Covered Employeewith respect to a Qualified Performance-Based Award or waive or alter the Performance Goalsassociated herewith in a manner that would violate Section 162(m) of the Code;

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

          (vii) determine whether, to what extent and under what circumstances cash, Shares,other securities, other Awards, other property and other amounts payable with respect to an Awardunder the Plan shall be deferred either automatically or at the election of the holder thereof orthe Committee;

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



          (ix) adopt, alter, suspend, waive or repeal such rules, guidelines and practices and appointsuch 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 necessaryor 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 thePlan or any Award or Award Agreement shall be within the sole discretion of the Committee, may bemade at any time, and shall be final, conclusive and binding upon all persons, including withoutlimitation, the Company, its Affiliates, subsidiaries, shareholders, Eligible Individuals and anyholder or beneficiary of any Award.

     (b) ACTION BY THE COMMITTEE; DELEGATION. Except to the extent prohibited by applicable law orthe applicable rules of a Stock Exchange, the Committee may delegate all or any part of its dutiesand 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 solediscretion; PROVIDED, HOWEVER, that the Committee shall not delegate its powers and duties underthe Plan (i) with regard to officers or Directors of the Company or any Affiliate who are subjectto Section 16 of the Exchange Act or (ii) in a manner that would cause an Award designated as aQualified Performance-Based Award not to qualify for, or to cease to qualify for, the Section162(m) Exemption; and PROVIDED, FURTHER, that any such delegation may be revoked by the Committeeat any time.

     (c) POWER AND AUTHORITY OF THE BOARD. Notwithstanding anything to the contrary containedherein, except to the extent that the grant or exercise of such authority would cause any Award ortransaction to become subject to (or lose an exemption under) the short-swing profit recoveryprovisions of Section 16 of the Exchange Act or cause an Award designated as a QualifiedPerformance-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 theCommittee, exercise the powers and duties of the Committee under the Plan. To the extent that anypermitted action taken by the Board conflicts with action taken by the Committee, the Board actionshall control.


     Any Eligible Individual shall be eligible to be designated a Participant. In determining whichEligible Individuals shall receive an Award and the terms of any Award, the Committee may take intoaccount 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 asthe Committee, in its discretion, shall deem relevant. Notwithstanding the foregoing, IncentiveStock Options may be granted only to full-time or part-time Employees (which term as used hereinincludes, without limitation, officers and Directors who also are Employees), and an IncentiveStock 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 anysuccessor provision.




     (a) SHARES AVAILABLE. Subject to adjustment as provided in Section 5(c) of the Plan, theaggregate number of Shares that may be issued under the Plan shall be 850,000. Shares that may beissued under the Plan may be authorized but unissued Shares or Shares re-acquired and held intreasury. Notwithstanding the foregoing, the number of Shares available for granting IncentiveStock Options under the Plan shall not exceed 425,000, subject to adjustment as provided in Section5(c) of the Plan and subject to the provisions of Section 422 or 424 of the Code or any successorprovision.

     (b) ACCOUNTING FOR AWARDS. For purposes of this Section 5, if an Award entitles the holderthereof to receive or purchase Shares, the number of Shares covered by such Award or to which suchAward relates shall be counted on the date of grant of such Award against the aggregate number ofShares available for granting Awards under the Plan. Any Shares that are used by a Participant asfull or partial payment to the Company of the purchase price relating to an Award, including inconnection with the satisfaction of tax obligations relating to an Award, shall again be availablefor granting Awards (other than Incentive Stock Options) under the Plan. In addition, if any Sharescovered by an Award or to which an Award relates are not purchased or are forfeited, or if an Awardotherwise terminates without delivery of any Shares, then the number of Shares counted against theaggregate number of Shares available under the Plan with respect to such Award, to the extent ofany 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 notlimited to, a change in the number of Shares outstanding), such as a stock split or a corporatetransaction, such as any merger, consolidation, separation, including a spin-off, or otherdistribution of stock or property of the Company (including any extraordinary cash or stockdividend), any reorganization (whether or not such reorganization comes within the definition ofsuch term in Section 368 of the Code) or any partial or complete liquidation of the Company, theCommittee or Board may make such substitution or adjustments in the aggregate number and kind ofshares reserved for issuance under the Plan, and the maximum limitation upon Stock Options andStock Appreciation Rights and other Awards to be granted to any Participant, in the number, kindand Exercise Price of shares subject to outstanding Stock Options and Stock Appreciation Rights, inthe number and kind of shares subject to other outstanding Awards granted under the Plan and/orsuch other equitable substitution or adjustments as it may determine to be appropriate in its solediscretion (including, without limitation, the provision of an amount in cash in consideration forany such Awards); PROVIDED, HOWEVER, that the number of shares subject to any Award shall always bea whole number. Without limiting the generality of the foregoing, in connection with anyDisaffiliation of a subsidiary of the Company, the Committee shall have the authority to arrangefor the assumption or replacement of Awards with new awards based on shares of the affectedsubsidiary or by an affiliate of an entity that controls the subsidiary following theDisaffiliation. For purposes hereof, “Disaffiliation” of a subsidiary shall mean the subsidiary’sceasing to be a subsidiary of the Company for any reason (including, without limitation, as aresult of a public offering, spinoff, sale or other distribution ortransfer by the Company of the stock of the subsidiary).



     (d) AWARD LIMITATIONS. No more than 100,000 shares of Common Stock may be subject toQualified Performance-Based Awards granted to any Eligible Individual, including a CoveredEmployee, in any Fiscal Year.


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

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

     (c) TIME AND METHOD OF EXERCISE. The Committee shall determine the time or times at which anOption may be exercised in whole or in part and the method or methods by which, and the form orforms (including, without limitation, cash, Shares, other securities, other Awards or otherproperty, or any combination thereof, having a Fair Market Value onthe exercise date equal to the applicable Exercise Price) in which, payment of the Exercise Price withrespect 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 ofgrant, 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 StockOptions or as Incentive Stock Options. Any Incentive Stock Option authorized under the Plan shallcontain such provisions as the Committee shall deem advisable, but shall in all events beconsistent with and contain all provisions required in order to qualify the Stock Option as anIncentive Stock Option. To the extent that any Stock Option is not designated as an Incentive StockOption or even if so designated does not qualify as an Incentive Stock Option on or subsequent toits grant date, it shall constitute a Nonqualified Stock Option.


     The Committee is hereby authorized to grant Stock Appreciation Rights to Eligible Individualssubject to the terms of the Plan. Each Stock Appreciation Right granted under the Plan shall conferon the holder upon exercise the right to receive, as determined by theCommittee, cash or a number of Shares or a combination of cash and Shares equal to the excess of(A) the Fair Market Value of one Share on the date of exercise (or, if the Committee shall sodetermine, at any time



during a specified period before or after the date of exercise) over (B) thegrant price of the Stock Appreciation Right as determined by the Committee, which grant price shallnot be less than 100% of the Fair Market Value of one Share on the date of grant of the StockAppreciation Right, unless otherwise determined by the Committee. Subject to the terms of the Plan,the grant price, term, methods of exercise, dates of exercise, methods of settlement, the effect oftermination of employment (by reason of death, disability, retirement or otherwise) on theexercisability and any other terms and conditions (including conditions or restrictions on theexercise thereof) of any Stock Appreciation Right shall be as determined by the Committee,PROVIDED, that in no event shall the term of a Stock Appreciation Right be longer than ten years.


     (a) The Committee shall have sole and complete authority to determine the EligibleIndividuals who shall receive Performance Shares, the number of such shares for each PerformanceCycle, the Performance Goals on which each Award shall be contingent, the duration of eachPerformance Cycle, and the value of each Performance Share. There may be more than one PerformanceCycle in existence at any one time, and the duration of Performance Cycle may differ from eachother. The Committee may, prior to or at the time of the grant, designate Performance Awards asQualified Performance-Based Awards, in which event it shall condition the settlement thereof uponthe Committee’s certification of the attainment of the Performance Goals.

     (b) The Committee shall establish Performance Goals for each Cycle on the basis of suchcriteria 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 shalldetermine the number of Performance Shares which have been earned on the basis of performance inrelation to the established Performance Goals.

     (d) Payment Values of earned Performance Shares shall be distributed to the Participant or,if the Participant has died, to the Participant’s Designated Beneficiary, as soon as practicableafter the expiration of the Performance Cycle and the Committee’s determination under paragraph(c), above. The Committee shall determine whether Payment Values are to be distributed in the formof cash or shares of Common Stock.


     The Committee is hereby authorized to grant Restricted Stock and Restricted Stock Units toEligible Individuals with the following terms and conditions and with such additional terms andconditions 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 tosuch restrictions as the Committee may impose (including, without limitation, limitation ontransfer, forfeiture conditions, limitation on the right to vote a Share of Restricted Stock or theright to receive any dividend or other right or property with respect thereto), which restrictionsmay



lapse separately or in combination at such time or times, in such installments or otherwise asthe Committee may deem appropriate. The grant or vesting of Restricted Stock and Restricted StockUnits may be performance-based or time-based or both. Restricted Stock and Restricted Stock Unitsmay be Qualified Performance-Based Awards, in which event the grant or vesting, as applicable, ofsuch Restricted Stock or Restricted Stock Units shall be conditioned upon the attainment ofPerformance Goals.


               (A) Any Restricted Stock granted under the Plan shall be evidenced in such manner as theCommittee may deem appropriate, including book-entry registration or issuance of one or more stockcertificates. Any certificate issued in respect of shares of Restricted Stock shall be registeredin the name of such Participant and shall bear an appropriate legend referring to the applicableAward Agreement and possible forfeiture of such shares of Restricted Stock. The Committee mayrequire that the certificates evidencing such shares be held in custody by the Company until therestrictions 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 Sharescovered by such Award.

               (B) In the case of Restricted Stock Units, no Shares or other property shall be issued at thetime such Awards are granted. Upon the lapse or waiver of restrictions and the restricted periodrelating to Restricted Stock Units (or at such later time as may be determined by the Committee),Shares or other cash or property shall be issued to the holder of the Restricted Stock Units andevidenced in such manner as the Committee may deem appropriate, including book-entry registrationor issuance of one or more stock certificates.

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


     (a) In addition to granting Options, Stock Appreciation Rights, Performance Shares, RestrictedStock and Restricted Stock Units, the Committee shall have authority to grant to Participants StockUnit Awards that can be in the form of Common Stock or units, the value of which is based, in wholeor in part, on the value of Common Stock. Subject to the provisions of the Plan, including Section10(b) below, Stock Unit Awards shall be subject to such terms, restrictions, conditions, vestingrequirements and payment rules (all of which are sometimeshereinafter collectively referred to as “rules”) as the Committee may determine in its sole andcomplete discretion at the time of grant. The rules need not be identical for each Stock UnitAward.

     (b) In the sole and complete discretion of the Committee, a Stock Unit Award may be grantedsubject 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 issuedor, 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 whomsuch Award is granted or provide that the Award, and any Common Stock to be issued in connectiontherewith, if applicable, shall be delivered without the payment of cash consideration, providedthat for any Common Stock to be purchased in connection with a Stock Unit Award the purchase priceshall be at least 50% of the Fair Market Value of such Common Stock on the date such Award isgranted.

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

          (4) Stock Unit Awards may provide for deferred payment schedules and/or vesting over aspecified period of employment.

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

     (c) In the sole and complete discretion of the Committee, an Award, whether made as a StockUnit Award under this Section 10 or as an Award granted pursuant to Sections 6 through 9, mayprovide the Participant with (i) dividends or dividend equivalents (payable on a current ordeferred basis) and (ii) cash payments in lieu of or in addition to an Award.


     (a) GRANT OF RESTRICTED STOCK UNITS. Each Outside Director who is a member of the Board ofDirectors as of the conclusion of a Stockholders Meeting, beginning with the 2004 StockholdersMeeting, shall automatically be granted Restricted Stock Units for shares of Common Stock on thedate of such Stockholders Meeting, with the number of shares to be determined by dividing $40,000by the Fair Market Value of the Stock on that date.

     (b) TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS. Restricted Stock Units granted pursuantto this Section 11 shall vest in equal 25% increments on each of the first four (4) anniversariesof the date of grant. Grantees will only be entitled to receive Shares of Common Stock relating tovested 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 andGrantees shall be entitled to receive all such vested Restricted Stock Units as of such Change inControl. The Restricted Stock Units granted pursuant to this Section 11 shall be subject to suchother terms and conditions as the Committee may specify.




     (a) ELECTION. Outside Directors may elect, on an annual basis, to purchase Shares of CommonStock of the Company from the Company in lieu of receiving all or part (in 10% increments) of theirannual retainer, meeting fees and committee meeting fees in cash. The purchase price of suchshares shall be the Fair Market Value of the stock for the last trading day of the month in whichthe retainer, meeting fees, and committee meeting fees are earned.

     (b) PROCESS.

          (i) The annual retainer, meeting fees and committee meeting fees payable to each OutsideDirector for service on the Board of Directors may, at the election of the Outside Director (the“Annual Election’’), be payable to a trust in shares of common stock of the Company. The AnnualElection: (i) shall be irrevocable in respect of the one-year period to which it pertains (the“Plan Year”) and shall specify the applicable percentage (in increments of 10%) of such annualretainer and meeting fees that such Outside Director wishes to direct to the trust; (ii) must bereceived in writing by the administrator of the Plan by the established enrollment deadline of anyyear in which this Plan is in effect in order to cause the next succeeding Plan Year’s annualretainer and fees to be subject to the provisions of this Plan; and (iii) must specify whether theultimate distribution of the shares of common stock to the Outside Directors will be paid,following the Outside Director’s death or termination of Board service, in a lump sum or in equalannual payments over a period of two to twenty years.

          (ii) The Shares shall be purchased from the Company at the Fair Market Value of the CommonStock for the last trading day of the month in which the fees are earned and shall be credited bythe trustee to the account of the Outside Director. The certificates for Common Stock shall beissued in the name of the trustee of the trust and shall be held by such trustee in trust for thebenefit of the Outside Directors; provided, however, that each Outside Director shall be entitledto vote the shares. The trustee shall retain all dividends (which shall be reinvested in shares ofCommon Stock) and other distributions paid or made with respect thereto in the trust. The sharescredited to the account of an Outside Director shall remain subject to the claims of the Company’screditors, and the interests of the Outside Director in the trust may not be sold, hypothecated ortransferred (including, without limitation, transferred by gift or donation) while such shares areheld in the trust.

          (iii) If the Outside Director elects to receive a lump sum distribution, the trustee of thetrust shall distribute such shares of common stock free of restrictions within 60 days after theOutside Director’s termination date or a later date elected by the Outside Director (no later thanthe mandatory retirement age of the Outside Director). If the Outside Director elects to receive alump sum distribution, the Outside Director may, by delivering notice in writing to theadministrator of the Plan no later than December 31 of the year prior to the year in which theOutside Director terminates service as a Director, elect to receive any portion or all of thecommon stock in the form of cash determined by reference to the Fair Market Value of the commonstock as of the termination date. Any such notice to the administrator must specifywhether the distribution will be entirely in cash or whether the distribution will be in acombination of common stock and cash (in which case the



applicable percentage must be specified).In the case of termination of the Outside Director’s service as a result of his death, payment ofthe Outside Director’s account shall be in shares of common stock and not in cash. If an OutsideDirector elects to receive payments in installments, the distribution will commence within 60 daysafter the Outside Director’s termination date and will be made in shares of common stock and not incash. Notwithstanding anything to the contrary contained herein, any fractional shares of commonstock shall be distributed in cash to the Outside Director.


     (a) AMENDMENTS TO THE PLAN. The Board may amend, alter, suspend, discontinue or terminate thePlan at any time; PROVIDED, HOWEVER, that, notwithstanding any other provision of the Plan or anyAward 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 StockExchange, 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 theCode, to grant Incentive Stock Options under the Plan.

     (b) AMENDMENTS TO AWARDS. The Committee may waive any conditions of or rights of the Companyunder any outstanding Award, prospectively or retroactively. Except as otherwise provided herein orin an Award Agreement, the Committee may not amend, alter, suspend, discontinue or terminate anyoutstanding Award, prospectively or retroactively, if such action would adversely affect the rightsof the holder of such Award, without the consent of the Participant or holder or beneficiarythereof or such amendment would cause a Qualified Performance-Based Award to cease to qualify forthe Section 162(m) Exemption.

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


     (a) WITHHOLDING. No later than the date as of which an amount first becomes includible inthe gross income of a Participant for federal income tax purposes (or the income taxlaws of any other foreign jurisdiction) with respect to any Award under the Plan, the Participantshall pay to the Company, or make arrangements satisfactory to the Company regarding the paymentof, any federal, state, local or foreign taxes of any kind required by law to be withheld withrespect to such amount.



The obligations of the Company under the Plan shall be conditional on suchpayment 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 withholdor collect all applicable payroll, withholding, income or other taxes from such Participant. Inorder to assist a Participant in paying all or a portion of the federal, state, local and foreigntaxes to be withheld or collected upon exercise or receipt of (or the lapse of restrictionsrelating to) an Award, the Committee, in its discretion and subject to such additional terms andconditions 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 bedelivered upon exercise or receipt of (or the lapse of restrictions relating to) such Award with aFair Market Value equal to the amount of such taxes or (ii) delivering to the Company Shares orother property other than Shares issuable upon exercise or receipt of (or the lapse of restrictionsrelating 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 isdetermined.

     (b) AWARDS. Each Award hereunder shall be evidenced by an Award Agreement, delivered to theParticipant or Outside Director and shall specify the terms and conditions thereof and any rulesapplicable thereto, including but not limited to the effect on such Award of the death, retirementor 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 begranted any Award under the Plan, and there is no obligation for uniformity of treatment ofEligible Individuals or holders or beneficiaries of Awards under the Plan. The terms and conditionsof Awards need not be the same with respect to any Participant or with respect to differentParticipants.

     (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 retainedin the employ of the Employer. Further, the Employer expressly reserves the right at any time todismiss a Participant free from any liability, or any claim under the Plan, except as providedherein or in any agreement entered into with respect to an Award.

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

     (f) CONSTRUCTION OF THE PLAN. The validity, construction, interpretation, administration andeffect of the Plan and of its rules and regulations, and rights relating to the Plan, shall bedetermined 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 theevent of a transaction or occurrence that the Committee reasonably determines to constitute achange in control of the Company (a “Change-in-Control”), the Committee in its discretion may, atthe 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) providefor the purchase of the Award upon the Participant’s request for an amount of cash or otherproperty that could have been received upon the exercise or realization of the Award had the Awardbeen currently exercisable or payable, (iii) adjust the terms of the Award in a manner determinedby the Committee to reflect the Change in Control, (iv) cause the Award to be assumed, or newrights substituted therefore, by another entity, or (v) make such other provision as the Committeemay consider equitable and in the best interests of the Company.

     (h) FORMS OF PAYMENT UNDER AWARDS. Subject to the terms of the Plan, payments or transfers tobe made by the Company or an Affiliate upon the grant, exercise or settlement of an Award may bemade in such form or forms as the Committee shall determine (including, without limitation, cash,Shares, promissory notes (PROVIDED, HOWEVER, that the acceptance of such notes does not conflictwith Section 402 of the Sarbanes-Oxley Act of 2002), other securities, other Awards or otherproperty or any combination thereof), and may be made in a single payment or transfer, ininstallments or on a deferred basis, in each case in accordance with rules and proceduresestablished by the Committee. Such rules and procedures may include, without limitation,provisions for the payment or crediting of reasonable interest on installment or deferred paymentsor the grant or crediting of dividend equivalents with respect to installment or deferred payments.

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

     (j) RESTRICTIONS. Shares shall not be issued pursuant to the exercise or payment of theExercise Price or purchase price relating to an Award unless such exercise or payment and theissuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions oflaw, including, without limitation, the Act, the Exchange Act, the rules and regulationspromulgated thereunder, the requirements of any applicable stock exchange and the Texas BusinessCorporations Act, as amended from time to time. As a condition to the exercise or payment of theExercise Price or purchase price relating to such Award, the Company may require that the personexercising or paying the Exercise Price or purchase price represent and warrant that the Shares arebeing purchased



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

     (k) LIMITS ON TRANSFER OF AWARDS. No Award and no right under any such Award shall betransferable by a Participant otherwise than by will or by the laws of descent and distribution andthe Company shall not be required to recognize any attempted assignment of such rights by anyParticipant; PROVIDED, HOWEVER, that, if so determined by the Committee, a Participant may, in themanner established by the Committee, designate a beneficiary or beneficiaries to exercise therights of the Participant and receive any property distributable with respect to any Award upon thedeath of the Participant; and PROVIDED, FURTHER, that, if so determined by the Committee, aParticipant may transfer a Nonqualified Stock Option to any Family Member (as such term is definedin the General Instructions to Form S-8 (or successor to such Instructions or such Form)) at anytime that such Participant holds such Stock Option, whether directly or indirectly or by means ofa trust or partnership or otherwise, PROVIDED that the Participant may not receive anyconsideration for such transfer, the Family Member may not make any subsequent transfers other thanby will or by the laws of descent and distribution and the Company receives written notice of suchtransfer. Except as otherwise determined by the Committee, each Award (other than an IncentiveStock Option) or right under any such Award shall be exercisable during the Participant’s lifetimeonly by the Participant or, if permissible under applicable law, by the Participant’s guardian orlegal representative. Except as otherwise determined by the Committee, no Award (other than anIncentive Stock Option) or right under any such Award may be pledged, alienated, attached orotherwise encumbered, and any purported pledge, alienation, attachment or other encumbrance thereofshall be void and unenforceable against the Company or any Affiliate. Notwithstanding the above, inthe discretion of the Committee, awards may be transferable pursuant to a Qualified DomesticRelations 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 beinvalid, illegal or unenforceable in any jurisdiction or would disqualify the Plan or any Awardunder any law deemed applicable by the Committee, such provision shall be construed or deemedamended to conform to applicable laws, or if it cannot be so construed ordeemed amended without, in the determination of the Committee, materially altering the purposeor intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction orAward, and the remainder of the Plan or any such Award shall remain in full force and effect.


     Upon its adoption by the Board, the Plan shall be submitted for approval by the stockholdersof the Company and shall be effective as of the date of such approval (the “EFFECTIVE DATE”).




     The Plan will terminate on the tenth anniversary of the Effective Date or any earlier date ofdiscontinuation or termination established pursuant to Section 3 of the Plan. However, unlessotherwise expressly provided in the Plan or in an applicable Award Agreement, any Award theretoforegranted may extend beyond such date, and the authority of the Committee provided for hereunder withrespect to the Plan and any Awards, and the authority of the Board to amend the Plan, shall extendbeyond the termination of the Plan.

[As approved by the Shareholders of Cash America International, Inc.]
[April 21, 2004]