Assumption of Awards by the Company. The Company, from time to time, also may substitute or assume outstanding awards granted by another company, whether in connection with an acquisition of such other company or otherwise, by either; # granting an Award under this Plan in substitution of such other company’s award; or # assuming such award as if it had been granted under this Plan if the terms of such assumed award could be applied to an Award granted under this Plan. Such substitution or assumption will be permissible if the holder of the substituted or assumed award would have been eligible to be granted an Award under this Plan if the other company had applied the rules of this Plan to such grant. In the event the Company assumes an award granted by another company, the terms and conditions of such award will remain unchanged (except that the Purchase Price or the Exercise Price, as the case may be, and the number and nature of Shares issuable upon exercise or settlement of any such Award will be adjusted appropriately pursuant to Section 424(a) of the Code and/or Section 409A of the Code, as applicable). In the event the Company elects to grant a new Option in substitution rather than assuming an existing option, such new Option may be granted with a similarly adjusted Exercise Price. Substitute Awards shall not be deducted from the number of Shares authorized for grant under the Plan or authorized for grant to a Participant in a calendar year.

Company Awards. Participating Employers may unilaterally provide for deferrals of Company awards prior to the date of such awards. Deferrals of Company awards (such as sign-on, retention, or severance pay) may be negotiated with a Participant prior to the date the Participant has a legally binding right to such Compensation.

Assumption of Outstanding Awards. Upon a Change in Control where the Company is not the surviving corporation (or survives only as a subsidiary of another corporation), unless the Committee determines otherwise, all outstanding Awards that are not exercised or paid at the time of the Change in Control shall be assumed by, or replaced with grants that have comparable terms by, the surviving corporation (or a parent or subsidiary of the surviving corporation). After a Change in Control, references to the “Company” as they relate to employment matters shall include the successor employer in the transaction, subject to applicable law.

Assumption of Awards Established by Former Parent Company. As of the Effective Date, the Company is a wholly-owned subsidiary of Cash America International, Inc. (the “Parent”). In the event that the Company becomes a separate publicly traded corporation during a Plan Year and, as a result, ceases to be an Affiliate of the Parent during such Plan Year, the Committee in its sole discretion, may # assume responsibility for administering the short-term incentive plan terms and conditions for the Associates of the Company and its subsidiaries and Affiliates established by the Parent for such Plan Year, # subject such terms and conditions to the provisions of this Plan beginning on the date the Company first becomes a separate publicly traded corporation and the Determination Date for such terms and conditions shall be deemed the date such terms and conditions were established by the Parent and such terms and conditions shall be deemed the STI Terms and Conditions hereunder for the Plan Year in which the Company becomes a separate publicly traded corporation, as if the Committee had established the same on such Determination Date, and # assume the authority of the compensation committee of such former Parent (or a committee that functions as such former Parent's compensation committee) to administer each award for the Associates covered by such STI Terms and Conditions for such Plan Year, including making any and all determinations required by the Plan or such STI Terms and Conditions.

Subject to the approval of the Compensation Committee (the “Committee”), Executive will be granted a one-time award of restricted stock units (“RSUs”) having an approximate grant date value equal to $800,000. The number of RSUs shall be calculated on the closing price per share of the Company’s common stock as of the date of grant. The RSUs vest over four years based on satisfaction of time and service-based requirements as follows: 25% will vest on the first anniversary of the vesting commencement date (as determined by the Committee) and 1/16th of the RSUs will vest every three months thereafter on the same day of the month, subject to Executive continuing to be a service provider to the Company through each such date. The RSUs will be subject to the terms and conditions of the Company’s 2014 Equity Incentive Plan and form of RSU agreement (collectively, the “Stock Agreements”), in each case, which will be made available to Executive following the date the RSUs are granted.

Assumption. Upon the effectiveness of the Merger, [[Unknown Identifier]] hereby assumes all of the payment and performance obligations of the Luxembourg Borrower under each Credit Agreement and the other Loan Documents, including without limitation the obligation to pay all sums due or to become due or owing by the Luxembourg Borrower under the Loan Documents. Upon the effectiveness of the Merger, [[Unknown Identifier]] shall be deemed to be the “Luxembourg Borrower” under each Credit Agreement and the other Loan Documents with the same force and effect as if it had executed such Credit Agreement and the other Loan Documents to which the Luxembourg Borrower is a party as the “Luxembourg Borrower” on the Effective Date of each Credit Agreement. ZH2LX hereby agrees to and shall be bound by all the terms and provisions of each Credit Agreement and the other Loan Documents applicable to it as the Luxembourg Borrower thereunder.

Assumption. For purposes of this Section 15(c), an Award shall be considered assumed or otherwise equitably converted or substituted if, following the Change in Control, # the acquiring entity is principally traded on a national United States-based stock exchange; and # the Award remains subject to the same terms and conditions that were applicable to the Award immediately prior to the Change in Control except that, if the Award related to shares, the Award instead confers the right to receive common stock of the acquiring entity.

Assumption. Purchaser hereby assumes the obligations of Seller applicable to the period from and after the Closing Date under # the Leases listed on Exhibit B attached hereto and # the Contracts listed on [Exhibit C] attached hereto. Purchaser shall defend, indemnify and hold harmless Seller from and against any liability, damages, causes of action, expenses, and reasonable attorneys' fees arising as a result of or with respect to the Leases and the Contracts that are attributable to the period from and after the Closing Date. Subject to the limitations set forth in Section 8.4 of the Agreement, Seller shall defend, indemnify and hold harmless Purchaser from and against any liability, damages, causes of action, expenses, and reasonable attorneys' fees arising as a result of or with respect to the Leases or the Contracts that are attributable to the period prior to the Closing Date.

Assumption. Buyer hereby accepts the Seller Intellectual Property, from and after the Effective Date. Seller shall have no further rights in and to the Seller Intellectual Property from and after the Effective Date.

Assumption. The Board of Directors of the Principal Sponsor shall have the option to cause the Plan to assume the Employer’s rights and obligations to acquire Employer Securities under the put option. If the Plan issues a promissory note for payment, such note shall be guaranteed by the Employer.