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•	497 U.S. pawn stores (operating primarily as EZPAWN or Value Pawn & Jewelry);

•	7 U.S. buy/sell stores (operating as Cash Converters);

•	242 Mexico pawn stores (operating as Empeño Fácil);

•	19 Mexico buy/sell stores (operating as TUYO or Cash Converters);

•	501 U.S. financial services stores (operating primarily as EZMONEY);

•	24 financial services stores in Canada (operating as CASHMAX);

•	15 buy/sell and financial services stores in Canada (operating as Cash Converters); and

•	53 Grupo Finmart locations in Mexico (operating as Crediamigo or Adex).

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•	Single-payment loans — Single-payment loans are short-term loans (generally less than 30 days and averaging about 18 days) with due dates corresponding to the customer’s next payday. Principal amounts of single-payment unsecured loans can be up to $2,500, but average approximately $450. In the U.S. we typically charge a fee of 15% to 22% of the loan amount for a seven to 23-day period.

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Multiple-payment loans — Multiple-payment loans typically carry a term of three to seven months, with a series of equal installment payments due monthly, semi-monthly or on the customer’s paydays. Total interest and fees on these loans vary in accordance with state law and loan terms, but over the entire loan term, total approximately 45% to 175% of the original principal amount of the loan. Principal amounts range from $100 to $3,500, but average approximately $600.

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Lines of credit — Revolving lines of credit operate similarly to a typical credit card. Customers may borrow as needed, may fully repay borrowed amounts at any point and are billed at regular intervals with certain minimum principal and fee payment requirements due in each billing cycle. Billing cycle due dates range from two weeks to a month and generally correspond with the customer’s paydays. Customers may borrow up to their approved credit line, and may re-borrow any repaid amounts. We provide lines of credit ranging from $100 to $2,000 and typically charge an annual fee of $30 per account and a monthly fee approximating 43% of the amount borrowed.

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Payroll withholding loans — In Mexico, Grupo Finmart has over 100 active payroll withholding agreements with Mexican employers, primarily federal, state and local governments and agencies, and provides unsecured multiple-payment consumer loans to the employees of the various employers. Interest and principal payments are collected through payroll deductions. The average loan is approximately U.S. $1,600, with a term of 31 months and annual yields of approximately 72%.

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Single-payment auto title loans — Single-payment auto title loans are 30-day loans secured by the titles to customers’ automobiles. Loan principal amounts range from $50 to $20,000, but average about $1,200. Loan amounts are established based on customers’ income levels, an inspection of the automobile and title and reference to market values of used automobiles. We earn a fee of 9% to 30% of the initial loan amount.

•	Multi-payment auto title loans — In Texas, we assist customers in obtaining multiple-payment auto title loans from unaffiliated lenders. Multiple-payment auto title loans primarily carry a term of five months with principal amounts ranging from $150 to $10,000, but average about $1,200. We earn a fee of 45% to 150% of the initial loan amount.

•	Auto title lines of credit —The terms and fee structure of auto title lines of credit are similar to those of unsecured lines of credit described above, except that they are secured by the titles to customers’ automobiles. We provide lines of credit ranging from $100 to $10,000 and typically charge an initial lien fee per account and a monthly fee approximating 25% of the amount borrowed.

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We are subject to the federal Gramm-Leach-Bliley Act and its underlying regulations, as well as various state laws and regulations relating to privacy and data security. Under these regulations, we are required to disclose to our customers our policies and practices relating to the protection and sharing of customers’ nonpublic personal information. These regulations also require us to ensure that our systems are designed to protect the confidentiality of customers’ nonpublic personal information, and many of these regulations dictate certain actions that we must take to notify customers if their personal information is disclosed in an unauthorized manner. We are subject to the Fair Credit Reporting Act, which was enacted, in part, to address privacy concerns associated with the sharing of consumers’ financial information and credit history contained in consumer credit reports and limits our ability to share certain consumer report information. We are subject to the Federal Fair and Accurate Credit Transactions Act, which amended the Fair Credit Reporting Act, and requires us to adopt written guidance and procedures for detecting, preventing and mitigating identity theft, and to adopt various policies and procedures (including employee training) that address and aid in detecting and responding to suspicious activity or identify theft “red flags.”

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The federal Equal Credit Opportunity Act prohibits discrimination against any credit applicant on the basis of any protected category such as race, color, religion, national origin, sex, marital status or age (provided the applicant has the capacity to enter into a binding contract), because all or part of the applicant's income derives from any public assistance program, or because the applicant has in good faith exercised any right under the Consumer Protection Act. Under the Equal Credit Opportunity Act and the Fair Credit Reporting Act, if we deny an application for credit, we are required to provide the applicant with a Notice of Adverse Action, informing the applicant of (a) the action taken regarding the credit application, (b) a statement of the prohibition on discrimination, (c) the name and address of both the creditor and the federal agency that monitors compliance, (d) the applicant’s right to learn the specific reasons for the denial, (e) whether the credit decision was based on in whole or in part on information obtained from the credit report, (f) a consumer's right to a free copy of the credit report from the reporting agency, (g) the consumer's right to dispute inaccurate information with the reporting agency and (h) whether our credit decision was based in whole or in part on information obtained from an affiliate or from an outside source other than a customer reporting agency and the right to know the nature of such information.

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•	Under the USA PATRIOT Act, we must maintain an anti-money laundering compliance program that includes the development of internal policies, procedures and controls; the designation of a compliance officer; an ongoing employee training program; and an independent audit function to test the program.

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We are also subject to the Bank Secrecy Act and its underlying regulations, which require us to report and maintain records of certain high-dollar transactions. In addition, federal laws and regulations prohibit us from doing business with terrorists and require us to report certain suspicious transactions to the Financial Crimes Enforcement Network of the Treasury Department (“FinCen”). Generally, a transaction is considered to be suspicious if we know, suspect or have reason to suspect that the transaction (a) involves funds derived from illegal activity or is intended to hide or disguise such funds, (b) is designed to evade the requirements of the Bank Secrecy Act or (c) appears to serve no legitimate business or lawful purpose. Certain of our subsidiaries are registered with FinCen as money services businesses by virtue of the check cashing or money transmission services they provide.

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Federal law limits the annual percentage rate that may be charged on loans made to active duty military personnel and their immediate families at 36%. This 36% annual percentage rate cap applies to a variety of loan products, including consumer loans, though it currently does not apply to pawn loans. We do not make consumer loans to active duty military personnel or their immediate families because it is not economically feasible for us to do so at these rates.

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We are subject to the Electronic Funds Transfer Act and its underlying regulations, which govern our ability to credit our customers' bank accounts electronically with loan proceeds and to accept electronic payments from our customers by debiting our customers' bank accounts through various electronic card payment networks, such as VISA® and MasterCard®, and other clearing house associations, such as NACHA, the Electronic Payments Association.

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CFPB — In February 2014, we received a Civil Investigative Demand (“CID”) from the CFPB. The CID requested us to produce documents and provide answers to written questions. We submitted all information requested by this CID. In October 2014, we received a follow-up CID requesting additional information regarding certain of the matters addressed in the initial CID, and in November 2014, the CFPB requested oral testimony from Company representatives. We are the process of submitting the information requested by the follow-up CID and continue to cooperate fully with the CFPB in its investigation. To date, no claims have been asserted by the CFPB as a result of our responses, although there can be no assurance that the CFPB will not assert claims, including that one or more of our historical practices constitute UDAAP violations. Any such claim could require us to pay fines, penalties and/or customer restitution, or could result in changes to our business practices to address the claims asserted.

•	FCA — In the course of evaluating and preparing our Cash Genie business for compliance with the new FCA guidelines and rules, we noted three issues primarily related to our legacy business and self-reported those to the FCA

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•	57 stores in Mexico, 52 of which were small, jewelry-only asset group formats. We continue to operate 239 full-service ‘‘store-within-a-store,’’ or SWS, locations under the Empeño Fácil brand.

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29 stores in Canada, where we were transitioning to an integrated buy/sell and financial services model under the Cash Converters brand. The affected asset group consists of stores that were not optimal for that model because of location or size. We will continue to operate 46 full-service buy/sell and financial services center stores under the Cash Converters and CASHMAX brands in Canada and the United States.

•	20 financial services stores in Dallas, Texas and the State of Florida, where we exited both locations primarily due to onerous regulatory requirements. We will continue to operate 489 financial services stores in the United States.

•	One jewelry-only concept store, which was our only jewelry-only store in the United States.

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•	Claims against the current and former Board members for breach of fiduciary duties and waste of corporate assets in connection with the Board’s decision to enter into advisory services agreements with Madison Park from October 2004 to June 2014;

•	Claims against Mr. Cohen and MS Pawn Limited Partnership for aiding and abetting the breaches of fiduciary duties relating to the advisory services agreements with Madison Park; and

•	Claims against Mr. Cohen and Madison Park for unjust enrichment for payments under the advisory services agreements.

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(1)	CSO loans are not recorded in our consolidated balance sheets.

•	A $31.0 million increase in operations expense primarily due to a $19.8 million increase in labor, benefits and bonuses driven by commissions on new loan originations at Grupo Finmart, a $3.9 million increase in rent due primarily to operating costs at new and acquired stores opened during fiscal 2013 and 2014 and a $4.1 million increase in other and professional fees;

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•	A $9.3 million increase in administrative expense primarily due to discretionary bonuses awarded in November 2013, the one-time retirement benefit for our long-time Executive Chairman of $8.0 million, and the one-time charges relating to reorganization and outsourcing of our internal audit department to a global advisory services firm;

•	A $3.9 million increase in depreciation and amortization expenses due to assets placed in service as we continue to invest in the infrastructure to support our growth; and

•	A $6.7 million one-time restructuring charge; partially offset by

•	A $7.0 million gain on sale or disposal of assets, primarily due to the sale of seven U.S. pawn stores.

•	Significantly less impairment of investment charges during the current fiscal year. During the current fiscal year, we adjusted our remaining investment in Albemarle & Bond down to zero, resulting in a $7.9 million write-off before tax, compared to a $44.6 million write-off in the prior fiscal year; partially offset by

•	A $7.7 million increase in interest expense, net primarily due to a higher weighted average debt outstanding as compared to the prior year; and

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A $5.9 million decrease in our equity in the net income of unconsolidated affiliates primarily due to a profit decline at Cash Converters International attributable to an interest rate cap commencing in Australia on July 1, 2013, which impacted both margins and volumes. The decrease in Cash Converters International financial service operations was partially offset by increases in profitability of store and franchise operations. Income from unconsolidated affiliates was also impacted due to Albemarle & Bond no longer reporting any earnings.

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(a)	Average yield on pawn loan portfolio is calculated as pawn service charge revenues for the period divided by the average pawn loan balance during the period.

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(a)	Average yield on pawn loan portfolio is calculated as pawn service charge revenues for the period divided by the average pawn loan balance during the period.

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•	An overall increase in commissions of $12.9 million attributable to new loan originations at Grupo Finmart and accelerated commissions due to the sale of Grupo Finmart loan portfolios in fiscal 2014;

•	A $3.4 million increase in professional fees including legal, accounting and consulting services to support our Latin America operations;

•	A $3.1 million increase in other operating expenses due to the full year inclusion of stores opened during fiscal 2013 in addition to stores opened during fiscal 2014 and increases in costs at Grupo Finmart; and

•	A $1.0 million, $0.7 million and $0.9 million increase in advertising, rent and general taxes, respectively.

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(1)	CSO loans are not recorded in our consolidated balance sheets.

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A $60.6 million, or 18%, increase in operations expense primarily due to a $31.2 million increase in labor and benefits driven by the increase in store count and commissions on new loan originations at Grupo Finmart, and a $29.4 million increase in other operating expenses driven by the increase in store count and a full year inclusion of Grupo Finmart in fiscal 2013 compared to eight months in fiscal 2012.

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•	A $4.6 million, or 10%, increase in administrative expenses including increases in labor, benefits and professional fees associated with supporting accelerated growth of the de novo and international operations.

•	A $7.5 million, or 32%, increase in depreciation and amortization due associated with assets placed in service at new and acquired stores.

(a)	Average yield on pawn loan portfolio is calculated as pawn service charge revenues for the period divided by the average pawn loan balance during the period.

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(a)	Average yield on pawn loan portfolio is calculated as pawn service charge revenues for the period divided by the average pawn loan balance during the period.

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•	Changes in laws and regulations, including regulation of our financial services business by the Consumer Financial Protection Bureau;

•	The outcome of current or future litigation and regulatory proceedings;

•	Our controlled ownership structure;

•	Concentration of business in Texas;

•	Changes in gold prices or volumes;

•	Changes in foreign currency exchange rates;

•	General economic conditions;

•	Changes in our relationships with unaffiliated lenders;

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•	Our ability to continue growing our store count through acquisitions and de novo openings;

•	Changes in the business, regulatory or political climate in Mexico;

•	Changes in pawn redemption rates, loan default and collection rates or other important operating metrics;

•	Changes in liquidity, capital requirements or access to debt and capital markets;

•	Changes in the competitive landscape;

•	Potential infrastructure failures or data security breaches;

•	Failure to achieve adequate return on our investments;

•	Potential uninsured property, casualty or other losses;

•	Potential disruptive effect of acquisitions, investments and new businesses;

•	Changes in U.S. or international tax laws;

•	Events beyond our control;

•	Failure to adapt to any decrease in demand for our products and services;

•	Failure to maintain satisfactory relationships with public-sector employers in Mexico;

•	Financial statement impact of potential impairment of goodwill;

•	Inadequacy of loan loss allowances;

•	Judicial decisions or changes in law that render our arbitration agreements unenforceable; and

•	Potential exposure under anti-corruption laws.

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•	497 U.S. pawn stores (operating primarily as EZPAWN or Value Pawn);

•	7 U.S. buy/sell stores (operating as Cash Converters);

•	242 Mexico pawn stores (operating as Empeño Fácil);

•	19 Mexico buy/sell stores (operating as TUYO);

•	501 U.S. financial services stores (operating primarily as EZMONEY);

•	24 financial services stores in Canada (operating as CASHMAX);

•	15 buy/sell and financial services stores in Canada (operating as Cash Converters); and

•	53 Grupo Finmart locations in Mexico.

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▪	57 stores in Mexico, 52 of which were small, jewelry-only asset group formats. We continue to operate our full-service store-within-a-store ("SWS") locations under the Empeño Fácil brand, and expect to continue our storefront growth in Mexico.

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29 stores in Canada, where we were in the process of transitioning to an integrated buy/sell and financial services model under the Cash Converters brand. The affected asset group consisted of stores that were not optimal for that model because of location or size. We continue to operate full-service buy/sell and financial services center stores under the Cash Converters brand in Canada and the United States.

▪	20 financial services stores in Dallas, Texas and the State of Florida, where we exited both locations primarily due to onerous regulatory requirements.

▪	One jewelry-only concept store, which was our only jewelry-only store in the United States.

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*	Fiscal 2014 includes a $3.3 million benefit related to the fiscal 2013 reorganization due to differences between the initial estimated termination costs and the final amounts settled during the year.

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As approved, the EZCORP, Inc. Change in Control Severance Plan provides certain of our senior executives with certain severance benefits if (1) the executive’s employment is either terminated by the Company for any reason other than Cause (as defined in the plan) and (2) such termination of employment occurs within two years after a “Change in Control” of the Company or prior to, but in connection with, a potential Change in Control. The term “Change in Control” is defined in the plan and includes not only a change in beneficial ownership of our voting stock, but also certain changes in the composition of the Board of Directors. To date, a Change in Control (as defined in the plan) has not occurred, and there are no current participants in the plan.

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As approved, the EZCORP, Inc. Executive Severance Pay Plan provided participants with certain severance benefits in non-change in control circumstances, generally if the participant’s employment was either terminated by the Company for any reason other than Cause (as defined in the plan), death, disability or mandatory retirement or terminated by the participant for Good Reason (as defined in the plan). The original participants in the plan included certain of our senior executives. The plan was intended to replace various severance arrangements that were otherwise reflected in offer letters and other documents. On August 25, 2014, the Board of Directors terminated the Executive Severance Pay Plan and reinstated the various severance arrangements that existed prior to the adoption of the plan.

•	Each of our executive officers will receive salary continuation for one year if his or her employment is terminated without cause.

•	Generally, restricted stock awards, including those granted to the executive officers, provide for accelerated vesting of some or all of the unvested shares in the event of the holder’s death or disability.

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•	Claims against the current and former Board members for breach of fiduciary duties and waste of corporate assets in connection with the Board’s decision to enter into advisory services agreements with Madison Park from October 2004 to June 2014;

•	Claims against Mr. Cohen and MS Pawn Limited Partnership for aiding and abetting the breaches of fiduciary duties relating to the advisory services agreements with Madison Park; and

•	Claims against Mr. Cohen and Madison Park for unjust enrichment for payments under the advisory services agreements.

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•	U.S. & Canada — All business activities in the United States and Canada

•	Latin America — All business activities in Mexico and other parts of Latin America

•	Other International — Our equity interest in the net income of Cash Converters International

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(1)	CSO loans are not recorded in our consolidated balance sheets.

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*	Unsecured short-term consumer loans amounts are included for periods after the November 20, 2012 acquisition of Go Cash, and prior to our discontinuance of Go Cash operations at September 30, 2014. Refer to Note 2 for further detail on discontinued operations.

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Comparative information includes activity since the acquisition of Grupo Finmart on January 30, 2012 and the acquisition of Cash Genie on April 14, 2012, as applicable. At September 30, 2014, Go Cash operations were discontinued. Refer to Note 2 for further detail on discontinued operations. A portion of these amounts were included in “Consumer loans, net” in our consolidated balance sheets. Benefit in unsecured long-term consumer loan provision is due to the sale of past due loans and recoveries of loans previously written-off.

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(1)	All realized gains on sale are included under “Consumer loan sales and other” in our consolidated statements of operations in the period of sale.

(2)	As a result of these portfolio sales, we accelerated the amortization of the sales commissions related to the loans sold, which are included in “Operations” expense in our consolidated statements of operations in the period of sale.

(3)	Grupo Finmart was retained by the trust as the primary servicer at agreed upon market rates through the duration of the portfolio, an expected 48 months.

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(4)	Grupo Finmart was retained by the trust as the primary servicer at agreed upon market rates through the duration of the portfolio, an expected 60 months.

(5)	Grupo Finmart was retained by the trust as the primary servicer at agreed upon market rates through the duration of the portfolio, an expected 72 months.

(6)	This amount was received in full on October 29, 2013.

(7)	This amount was received in full on April 21, 2014.

(8)	This amount was received in full by July 9, 2014.

(9)	This amount was received in full on July 7, 2014.

(10)	This amount was received in full on October 6, 2014.

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*	Portions of these amounts are included in “Current maturities of long-term debt” and “Long-term debt, less current maturities” in our consolidated balance sheets.

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•	Judgments in decision-making can be faulty, and control and process breakdowns can occur because of simple errors or mistakes.

•	Controls can be circumvented by individuals, acting alone or in collusion with others, or by management override.

•	The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

•	Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures.

•	The design of a control system must reflect the fact that resources are constrained, and the benefits of controls must be considered relative to their costs.

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Leadership Experience — Our directors should demonstrate extraordinary leadership qualities. Strong leaders bring vision, strategic agility, diverse and global perspectives and broad business insight to the company. They demonstrate practical management experience, skills for managing change and deep knowledge of industries, geographies and risk management strategies relevant to our business. They have experience in identifying and developing the current and future leaders of the company.

•	Finance Experience — We believe that all directors should possess an understanding of finance and related reporting processes.

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Strategically Relevant Experience — Our directors should have business experience that is relevant to our strategic goals and objectives, including geographical and product expansion. We value experience in our high priority growth areas, including new or expanding geographies or customer segments and existing and new technologies; understanding of our business environments; and experience with, exposure to or reputation among a broad subset of our customer base.

•	Government Experience — Our business is subject to a variety of legislative and regulatory risks. Accordingly, we value experience in the legislative, judicial or regulatory branches of government or government relations.

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Stuart I. Grimshaw — Mr. Grimshaw became Executive Chairman and a member of the Board of Directors on November 1, 2014. Prior to joining EZCORP, he was Managing Director and Chief Executive Officer of Bank of Queensland Limited (ASX: BOQ), a consumer banking and financial services institution with branches in every Australian state and territory. During his 30-year career in financial services, Mr. Grimshaw held a wide variety of other roles at various banking and finance companies. From 2009 to 2011, he was Chief Executive Officer of Caledonia Investments Pty Ltd. Prior to that, Mr. Grimshaw spent eight years at Commonwealth Bank of Australia, where he served as Group Executive, Premium Business Services (2006 to 2009), Group Executive, Investment and Insurance Services (2002 to 2006) and Chief Financial Officer (2001 to 2002). From 1991 to 2001, Mr. Grimshaw held a variety of roles at National Australia Bank (including Chief Executive Officer – Great Britain, and other executive roles in Credit, Institutional Banking, Corporate Financial Services and Global Business Financial Services). Mr. Grimshaw began his career at Australia and New Zealand Banking Group (1983 to 1991). Mr. Grimshaw represented New Zealand in Field

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Mark Kuchenrither — Mr. Kuchenrither serves as President and Chief Executive Officer of EZCORP, having been named to that position in August 2014. Mr. Kuchenrither joined us as Senior Vice President, Strategic Development in March 2010 and was promoted to the position of President, Change Capital in October 2011 and to Executive Vice President in May 2012. Mr. Kuchenrither was also named Chief Financial Officer in October 2012 and continues to hold that position. From 2007 to March 2010, Mr. Kuchenrither served as Vice President of Operations of Sun Capital Partners, a major private equity firm, where he was responsible for the oversight of ten portfolio companies with emphasis on profit improvement. He was Chief Financial Officer of Arch Aluminum & Glass from 2003 to 2007, and was Chief Financial Officer and Treasurer of Peavey Electronics Corporation from 2000 to 2003. He began his career in various accounting and controller functions.

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Lachlan P. Given — Mr. Given was appointed to the Board of Directors as Non-Executive Chairman in July 2014 and became Executive Vice Chairman in August 2014. Mr. Given serves as Chair of the Compensation Committee. Mr. Given is the sole beneficial owner of LPG Limited (HK), a business and financial advisory firm, and prior to assuming the role of Executive Vice Chairman of EZCORP, provided international financial and advisory serves to a number of companies, including EZCORP from October 2012 to June 2014. Since 2004, Mr. Given has also served as a consultant and advisor to Madison Park LLC, which has, in the past, provided certain advisory services to the Company. Madison Park is wholly owned by Phillip E. Cohen, who is the beneficial owner of all of our Class B Voting Common Stock. Mr. Given is also a director of The Farm Journal Corporation, a 134-year old pre-eminent U.S. agricultural media company; Senetas Corporation Limited (ASX: SEN), the world's leading developer and manufacturer of certified, defense-grade encryption solutions; CANSTAR Pty Ltd, the leading Australian financial services ratings and research firm; and RateCity.com Pty Ltd, one of Australia's largest Internet based financial services comparison organizations. Mr. Given began his career working in the investment banking and equity capital markets divisions of Merrill Lynch in Hong Kong and Sydney, Australia, where he specialized in the origination and execution of a variety of M&A, equity, equity-linked and fixed income transactions. Mr. Given also serves as one of EZCORP’s nominee directors on the board of Cash Converters International Limited.

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Santiago Creel Miranda — Mr. Creel joined EZCORP as a director in January 2014 and is a member of the Audit Committee. Mr. Creel is a former Senator of Mexico, having served from 2006 to 2012. During his term, he acted as Speaker of the Senate and Chairman of the Senate's Political Coordination Committee. Prior to being elected to the Senate, Mr. Creel served as Secretary of Governance in President Vicente Fox's administration from 2000 to 2005 and as a Federal Deputy (Congressman) in the 57th Congress, where he was Vice Speaker of the Chamber of Deputies and chaired the Government and Constitutional Issues Committee. Mr. Creel practiced law with the firm of Noriega y Escobedo in Mexico City for almost 20 years, and has been a legal consultant to many companies, both domestic and foreign, as well as to international organizations and to the Mexican government. Mr. Creel is now a member of the governing body of Pacto por México, which sponsors an extensive agenda of political, economic and structural changes in Mexico.

•	Peter Cumins — Mr. Cumins joined EZCORP as a director in July 2014. He is the Managing Director, and serves on the board of directors, of Cash Converters International Limited (ASX: CCV), a public company headquartered in Perth, Western Australia. Cash Converters International owns and franchises retail and financial services stores in 21 countries.

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Pablo Lagos Espinosa — Mr. Lagos joined EZCORP as a director in October 2010 and is a member of the Audit Committee and the Compensation Committee. Mr. Lagos served as President and Chief Executive Officer of Pepsi Bottling Group Mexico from 2006 to 2008 and as its Chief Operating Officer from 2003 to 2006. He previously held various executive management positions with Pepsi Bottling Group, PepsiCo Inc., Unilever Mexico and PepsiCola International, Inc., concentrating exclusively in Latin America. Since his retirement in December 2008, Mr. Lagos has been an investor and consultant in various private business ventures and has served as a keynote speaker on organizational leadership and management. He currently serves as Chairman of the Board and Executive President for the Mexican subsidiary of Areas, a Spanish global organization dedicated to restaurant and retailing operations in key public transportation hubs, and as Chairman of the board of Residencial Puente de Piedra, a privately held enterprise focused on developing affordable housing projects in and around Mexico City.

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Thomas C. Roberts — Mr. Roberts rejoined the Board of Directors in July 2014 and serves as Chair of the Audit Committee and a member of the Compensation Committee. He previously served as a director from January 2005 to January 2014 and was Lead Director from November 2008 until September 2013. He also served as a member of both the Audit Committee and the Compensation Committee until September 2013. Since 1990, Mr. Roberts has been a private investor and is currently Chairman of the Board of Directors of Pensco, Inc., a financial services company, having previously served as a senior executive (including Chief Financial Officer) of Schlumberger, Ltd. (1970 to 1985) and President of Control Data Computer Systems and Services and a member of the board of directors of Control Data Corporation (1985 to 1989).

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Joseph L. Rotunda — Mr. Rotunda rejoined the EZCORP Board of Directors in July 2014, after a relationship with the Company that spans the past 14 years. Mr. Rotunda joined EZCORP as President and Chief Operating officer and a director in February 2000 and was promoted to its Chief Executive Officer in August 2000. He retired from that position, and as a member of the Board of Directors, in October 2010 and became a consultant to the Company pursuant to a five-year consulting agreement. That agreement was mutually terminated in November 2013. Prior to joining EZCORP in 2000, Mr. Rotunda was the Chief Operating Officer of G&K Services, Inc. (1998 to 2000) and held several executive positions, including Executive Vice President and Chief Operating Officer, with Rent-A-Center, Inc. (1991 to 1998). Mr. Rotunda served as a director of EasyHome Ltd of Toronto, Canada from 2000 until 2010. He currently serves as a director of eCommission Financial Services, Inc., a privately held company focusing on commission advance products to real estate sales professionals.

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Barry W. Guest (former President, U.S. Retail) and Rodrigo Romo-Garcia (former President and Director General, Empeño Fácil) had 1,341 shares and 931 shares, respectively, withheld to cover the tax liability associated with the vesting of restricted shares on October 3, 2013. The withholdings should have been reported on Form 4 filings no later than October 5, 2013, but the vestings were mistakenly thought to be subject to performance standards that were not determined until November 2013. Therefore, the withholdings were reported on Form 4 filings on October 16, 2013, when the mistake was identified.

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William C. Love (former director) received a grant of 10,000 shares of restricted stock on October 11, 2013 that should have been reported on a Form 4 filing no later than October 15, 2013. An attempt to file the Form 4 reporting this grant was made on October 15, 2013, the due date for the filing, but a mistake in the filing process cause the filing to be delayed until October 23, 2013, when the mistake was identified.

•	Santiago Creel Miranda was appointed to the Board of Directors on January 3, 2014, and his Form 3 (Initial Report) was due on January 13, 2014. That Form 3 was not filed until January 22, 2014 due to a delay in obtaining the necessary information required for the issuance of an SEC filing reference number for Mr. Creel.

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•	A majority of the directors must be independent (Rule 5605(b)(1));

•	The audit committee must have a least three members, each of whom must be independent (Rule 5605(c)(2));

•	Executive officer compensation must be determined, or recommended to the board of directors for determination, by either (1) a majority of the independent directors or (2) a compensation committee comprised solely of independent directors (Rule 5605(d)); and

•	Director nominations must be selected, or recommended for the board’s selection, by either (1) a majority of the independent directors or (2) a nominations committee comprised solely of independent directors (Rule 5605(e)).

•

Audit Committee — The Audit Committee assists the Board in fulfilling its responsibility to provide oversight with respect to our financial statements and reports and other disclosures provided to stockholders, the system of internal controls, the audit process and legal and ethical compliance. Its primary duties include reviewing the scope and adequacy of our internal and financial controls and procedures; reviewing the scope and results of the audit plans of our independent and internal auditors; reviewing the objectivity, effectiveness and resources of the internal audit function; appraising our financial reporting activities and the accounting standards and principles followed; and reviewing and approving ethics and compliance policies. The Audit Committee also selects, engages, compensates and oversees our independent auditor and pre-approves all services to be performed by the independent auditing firm.

•

Compensation Committee — The Compensation Committee reviews and approves, on behalf of the Board, the amounts and types of compensation to be paid to our executive officers; reviews and recommends to the full Board the amount and type of compensation to be paid to our non-employee directors; reviews and approves, on behalf of the Board, all bonus and equity compensation to be paid to our other employees; and administers our stock compensation plans. Until September 2014, the Compensation Committee was comprised entirely of directors who satisfy the standards of independence described under “Item 13 — Certain Relationships and Related Transactions, and Director Independence — Director Independence,” as well as additional or supplemental independence standards applicable to compensation committee members established under applicable law and NASDAQ listing requirements. Since September 2014, pursuant to the NASDAQ Controlled Company exemption described above, the Compensation Committee has included two non-independent directors (Mr. Given and Mr. Rotunda). See “Part III — Item 11 — Executive Compensation — Compensation Discussion and Analysis — Composition of the Compensation Committee.” The committee has formed an “independent subcommittee,” consisting solely of independent directors, to consider and approve any items of compensation that are required to be approved solely by “independent,” “non-employee” or “outside” directors.

•

Governance Committee — In April 2014, when the former Executive Chairman announced his retirement, the Board formed the Governance Committee (consisting of the four independent directors who were serving at the time) to evaluate board structure and other corporate governance matters. Since July, corporate governance matters have been considered either by the voting stockholder or by the full Board. It is expected that the Governance Committee will be reconstituted as part of the Board committee and corporate governance initiatives for fiscal 2015.

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•	From the beginning of fiscal 2014 until July 18, 2014, the Committee was comprised of Joseph S. Beal (Chair), Pablo Lagos Espinosa and William C. Love.

•	On July 18, 2014, Mr. Beal and Mr. Love were removed from the Board of Directors by the controlling shareholder, and from that time until September 10, 2014, Mr. Lagos was the only member of the Committee.

•	On September 10, 2014, the Board of Directors added Mr. Given (naming him Chair), Thomas C. Roberts and Joseph L. Rotunda to the Committee.

•

Pay for performance — Our philosophy is to expect diligent effort, unwavering commitment and hard work from our executives, and our compensation plans should recognize and reward superior results that generate significant shareholder value. Actual realized compensation should reflect Company and individual performance against specific and quantifiable objectives. While certain past performance-related compensation decisions may have concentrated on effort expended, the current Committee believes that, in order to earn performance-based compensation, efforts should be translated to results. Executives should be compensated based on their ability to achieve key operational, financial and strategic results. Compensation earned should parallel our sustained growth in terms of profitability and shareholder value.

•

Attract and retain high performers — We want to build and maintain an organization that achieves consistently high results. Therefore, we strive to pay at levels that will attract and retain high quality executives capable of performing at the highest levels and willing to be accountable for the achievement of results. In line with our philosophy of paying well for strong performance, a majority of executive compensation is in the form of incentives that are at risk, but offer significantly higher rewards for the achievement of outstanding results.

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•	Competitive base salaries;

•	Incentive opportunities based on overall Company financial performance, business unit financial performance (in appropriate cases), individual contribution and performance and creation of stockholder value;

•	Retention of top performers over the long-term; and

•	Alignment of executive interests with the long-term interests of stockholders.

•	The majority of executive pay is at risk in the form of annual and long-term incentive compensation.

•	All equity awards are subject to achievement of specific performance criteria.

•	We have stock ownership requirements for directors and executive officers.

•	The Committee retains the services of an independent compensation advisor.

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•	Pearl Meyer did not provide any services to the Company or management other than services requested by or with the approval of the Committee, and its services were limited to executive compensation consulting. Specifically, Pearl Meyer does not provide, directly or indirectly through affiliates, any non-executive compensation services, including pension consulting or human resource outsourcing.

•	Fees we paid to Pearl Meyer were less than 1% of Pearl Meyer's total revenue.

•	Pearl Meyer maintains a conflicts policy, which was provided to the Committee, with specific policies and procedures designed to ensure independence.

•	None of the Pearl Meyer consultants working for the Company, or Pearl Meyer, had any business or personal relationship with Committee members.

•	None of the Pearl Meyer consultants working for the Company, or Pearl Meyer, had any business or personal relationship with any executive officer of the Company.

•	None of the Pearl Meyer consultants working on Company matters directly own Company stock.

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•	Annual incentive compensation tied to achievement of profitable Company or business unit performance (as measured by consolidated net income, EBITDA and/or business unit operating contribution); and

•	Meaningful equity incentive opportunities that provide an incentive to deliver sustained long-term growth in shareholder value and earnings.

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•	Designate eligible participants for each year;

•	Establish annual performance goals and incentive opportunities under the plan; and

•	Adjust, approve or decline to pay the incentive bonus for each participant (subject to the restriction that the Committee does not have the power to increase, or make adjustments that would have the effect of increasing, the incentive bonus otherwise payable to any executive officer).

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(a)	Mr. Given became executive officer in August 2014 and was not a participant in the annual incentive bonus plan for fiscal 2014.

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•	Analysis of competitive information for comparable positions;

•	Evaluation of the value added to the Company by hiring or retaining specific executives; and

•	Each executive's long-term potential contributions to the Company in terms of impacting overall performance, strategic direction, financial results and stockholder value.

(a)	In January 2013, Mr. Kuchenrither received a multi-year grant (200,000 shares vesting over six years), and therefore, the Committee did not make an annual grant to Mr. Kuchenrither during fiscal 2014.

(b)	In October 2010, Mr. Rothamel and Mr. Brinkley each received a multi-year grant (300,000 shares vesting over six years), and therefore, the Committee did not make an annual grant to either Mr. Rothamel or Mr. Brinkley during fiscal 2014.

(c)	Mr. Given became an executive officer on August 12, 2014 and did not receive any equity award during fiscal 2014.

(d)	All of these RSUs were forfeited when Mr. Guest left the Company in September 2014.

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(a)

These shares vest over a six-year period in specified amounts if the per-share trading price of our Class A Non-voting Common Stock achieves specified levels ranging from $15 to $80. Any shares that vest during this six-year period will remain subject to a transfer restriction until the end of such six-year period, and any shares that remain unvested at the end of the six-year period because the stock price has not achieved the specified levels will be forfeited.

(b)	These shares vest over a four-year period (one-half on September 30, 2016 and one-half on September 30, 2018) so long as, in each case, specified performance objectives based on EBITDA growth have been achieved.

(c)	These shares vest over a six-year period (25% on September 30, 2015, 25% on September 30, 2016, 25% on September 30, 2018 and 25% on September 30, 2020) so long as, in each case specified performance objectives based on EBITDA growth have been achieved.

(d)	These shares vest over a three-year period (one-third on September 30, 2015, one-third on September 30, 2016 and one-third on September 30, 2017) so long as, in each case, specified performance objectives based on EBITDA growth have been achieved.

(a)	This contribution was subject to time-based vesting and was forfeited when the executive left the Company prior to vesting.

(b)	Mr. Given became an executive officer in August 2014 and, therefore, did not receive a SERP contribution for fiscal 2014.

(c)	Ms. Maccarrone was not an executive officer at the time this contribution was approved, and this amount represents 6% of the sum of base salary plus target annual incentive bonus.

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•

As approved, the EZCORP, Inc. Change in Control Severance Plan provides certain of our senior executives (including all of the executive officers at the time) with certain severance benefits if (1) the executive's employment is either terminated by the Company for any reason other than Cause (as defined in the plan), death, disability or mandatory retirement or terminated by the executive for Good Reason (as defined in the plan) and (2) such termination of employment occurs within two years after a "Change in Control" of the Company or prior to, but in connection with, a potential Change in Control. The term "Change in Control" is defined in the plan and includes not only a change in the beneficial ownership of the Company's voting stock, but also certain changes in the composition of the Board of Directors. To date, a Change in Control (as defined in the plan) has not occurred, and the only remaining executives who were original participants in the Change in Control Severance Plan (Mr. Kuchenrither, Mr. Welch and Ms. Maccarrone) have withdrawn their participation. Consequently, there are current no participants in the plan.

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As approved, the EZCORP, Inc. Executive Severance Pay Plan provided participants with certain severance benefits in non-change in control circumstances, generally if the participant's employment was either terminated by the Company for any reason other than Cause (as defined in the plan), death, disability or mandatory retirement or terminated by the participant for Good Reason (as defined in the plan). The original participants in the plan included certain of our senior executives (including all of our executive officers at the time), and was intended to replace various severance arrangements that were otherwise reflected in offer letters and other documents. On August 25, 2014, the Board of Directors (as currently constituted) terminated the Executive Severance Pay Plan and reinstated the various severance arrangements that existed prior to the adoption of the plan.

•	Each of our executive officers will receive salary continuation for one year if his or her employment is terminated by the Company without cause.

•	Generally, restricted stock awards, including those granted to the executive officers, provide for accelerated vesting of some or all of the unvested shares in the event of the holder's death or disability.

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•	Base annual salary of $1 million.

•	Sign-on bonus of $1 million.

•	"Initial" short-term incentive bonus of $600,000 payable upon completing an initial 120-day plan with performance metrics set by the Board, and an additional $460,000 per year for the first two years contingent upon the Company achieving specified performance metrics based on sustained growth in EBITDA.

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Annual short-term incentive bonus contingent upon the achievement of specified performance metrics, with a target amount of 250% of base salary in the first year and increasing by 25 percentage points per year up to 400% after six years. The annual short-term incentive bonus will be payable two-thirds in cash and one-third in the form of restricted shares of Class A Non-voting Common Stock, subject the following vesting schedule:

•	For shares received with respect to the annual short-term incentive bonus for fiscal 2015, 2016 and 2017, such shares will vest 12 months from the end of such fiscal year; and

•	For shares received with respect to the annual short-term incentive bonus for fiscal 2018 and subsequent years, 50% of such shares will vest 12 months from the end of such fiscal year and 50% of such shares will vest 24 months from the end of such fiscal year.

•	An initial grant of 400,000 restricted shares of Class A Non-voting Common Stock vesting over a six-year period as follows (subject to the Company achieving specified performance metrics):

•	100,000 shares on October 1, 2015

•	100,000 shares on October 1, 2016

•	100,000 shares on October 1, 2018

•	100,000 shares on October 1, 2020

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An additional grant of 600,000 restricted shares of Class A Non-voting Common Stock vesting over six years in specified amounts if the per-share trading price of the Class A Non-voting Common Stock achieves specified levels ranging from $15 to $80. Any shares that vest during this six-year period will remain subject to a transfer restriction until the end of such six-year period, and any shares that remain unvested at the end of the six-year period because the stock price has not achieved the specified levels will be forfeited.

•	Other benefits, to include a temporary housing allowance of up to $25,000 per month through fiscal 2015, reimbursement for tax and employment advice in connection with relocation to the U.S., reimbursement of the costs of relocation and standard executive healthcare and retirement benefits.

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•	Base annual salary of $475,000.

•	Annual incentive bonus target amount of 100% of base salary, with payout contingent upon the achievement of specified Company, business unit and individual performance measures.

•	Standard executive healthcare and retirement benefits.

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(1)

The Salary amounts in the above Summary Compensation Table reflect the gross amounts of base salary paid to each of the Named Executive Officers during the fiscal years so noted. Base salary adjustments for fiscal 2014 were effective October 1, 2013; base salary adjustments for fiscal 2013 were effective October 1, 2012; and base salary adjustments fiscal 2012 were effective January 1, 2012. Therefore, the amounts shown above for fiscal 2012 reflect fiscal 2011 base salary for three months (October through December 2011) and fiscal 2012 base salary for nine months (January through September 2012).

(2)

The Company did not pay annual incentive bonuses for either fiscal 2013 or fiscal 2014. The 2014 amounts shown for Mr. Kuchenrither, Mr. Rothamel and Mr. Brinkley represent discretionary bonuses paid in November 2014 for fiscal 2014. See “Part III — Item 11 — Executive Compensation — Compensation Discussion and Analysis — Components of Compensation — Discretionary Bonuses.” The 2013 amounts shown for Mr. Welch, Ms. Maccarrone and Mr. Guest represent discretionary bonuses paid for fiscal 2013. The fiscal 2012 amount shown for Ms. Maccarrone represents a sign-on bonus that we paid to Ms. Maccarrone pursuant to the terms of her employment agreement.

(3)

Amounts represent the aggregate grant date fair value of restricted stock or restricted stock unit awards, computed in accordance with FASB ASC 718-10-25. See Note 10 to our Consolidated Financial Statements included in “Part II — Item 8 — Financial Statements and Supplemental Data.” The actual value realized by the Named Executive Officer with respect to stock awards will depend on whether the award vests and, if it vests, the market value of our stock on the date the stock is sold.

(4)	Amounts represent the cash awards earned under the Incentive Compensation Plan, which is discussed in further detail in “Part III — Item 11 — Executive Compensation — Compensation Discussion and Analysis — Components of Compensation — Annual Incentive Bonus.”

(5)

Amounts include the cost of providing various perquisites and personal benefits, as well as the value of our contributions to the company-sponsored 401(k) plan and Supplemental Executive Retirement Plan. In the case of Mr. Guest, the 2014 amount includes severance benefits that were paid or are payable to him by reason of the termination of his employment in September 2014. For detail of the amounts shown for each Named Executive Officer, see the table under “Other Benefits and Perquisites — All Other Compensation” below.

(6)

Mr. Given became an executive officer effective August 12, 2014 upon his appointment as Executive Vice Chairman. The 2014 Salary amount includes the salary we paid to Mr. Given during fiscal 2014 in connection with his role as Executive Vice Chairman. The amounts shown under All Other Compensation for fiscal 2014 and 2013 represent the amounts we paid to LPG Limited (HK), a business and financial advisory firm wholly-owned by Mr. Given, pursuant to consulting agreements between the Company and LPG Limited. See “Part III — Item 13 — Certain Relationships and Related Transactions, and Director Independence — Related Party Transactions — Agreement with LPG Limited.”

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(7)	Mr. Brinkley also served on the board of directors of Albemarle & Bond Holdings PLC, and in that capacity received approximately $120,000 in director fees during fiscal year 2013. This amount is not included in the Summary Compensation Table, as the amount was paid by Albemarle & Bond, which is not controlled by EZCORP.

(1)

The target amounts are the target awards under the fiscal 2014 Incentive Compensation Plan. They represent a specified percentage of the Named Executive Officer’s fiscal 2014 base salary. The threshold amount reflects the fact that no incentive plan awards were payable if the minimum financial and other specified incentive goals were not achieved. As discussed in “Part III — Item 11 — Executive Compensation — Compensation Discussion and Analysis — Components of Compensation — Annual Incentive Bonuses,” the Company did not achieve the specified business performance goals during fiscal 2014, and no annual incentive bonuses were paid under the fiscal 2014 Incentive Compensation Plan. See the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table above.

(2)	Represents the number of shares of restricted stock or the number of restricted stock units awarded in fiscal 2014.

(3)	Represents the full grant date fair value of fiscal 2014 equity awards. This is the amount we will expense in our financial statements over the awards’ vesting schedules.

(4)	Mr. Given did not become an executive officer until August 2014 and, therefore, was not eligible for any plan-based awards in fiscal 2014.

(5)

These awards represent restricted stock units that vest pro rata over three years (one-third on October 1, 2014, one-third on October 1, 2015 and the remaining one-third on the October 1, 2016), subject to the achievement of specified performance objectives. The performance objective for the October 1, 2014 vesting was not met, and that vesting has been deferred to October 1, 2015, subject to meeting the performance objective for that date.

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(1)	Market value is based on the closing price of our Class A Common Stock on September 30, 2014, the last market trading day of the Company's fiscal year ($9.91).

(2)

These shares vest over three years (one-third on the first anniversary of the grant date, one-third on the second anniversary of the grant date and one-third on the third anniversary of the grant date), so long as, at each vesting date, the Company has achieved an average annual compounded growth rate in EBITDA of at least 5% when compared to the Company’s EBITDA for the completed fiscal year immediately preceding the grant date. Any shares that do not vest as a result of the failure to attain the applicable performance goal will vest on the next succeeding vesting date so long as the performance goal for that succeeding vesting date has been attained. Based on the Company’s audited financial statements for fiscal 2014, the performance goal for the October 2014 vesting was not met, and the shares shown have been forfeited.

(3)

These shares vest over six years (one-third on October 1, 2014, one-third on October 1, 2016, and one-third on October 1, 2018), so long as, at each vesting date, the Company has achieved an average annual compounded growth rate in EBITDA of at least 5% when compared to the Company’s EBITDA for the completed fiscal year immediately preceding the grant date. Any shares that do not vest as a result of the failure to attain the applicable performance goal will vest on the next succeeding vesting date so long as the performance goal for that succeeding vesting date has been attained. EBITDA for any fiscal year is calculated from the Company’s audited consolidated financial statements for such year, and shall be equal to the Company’s consolidated net income before interest, taxes, depreciation and amortization (with certain adjustments for extraordinary or one-time items). Based on the Company’s audited financial statements for fiscal 2014, the performance goal for the October 2014 vesting was not met, and the vesting of those shares has been deferred to October 1, 2016, subject to meeting the performance objective for the October 2016 vesting.

(4)	Mr. Given did not become an executive officer until August 2014 and, therefore, did not have any equity awards outstanding at the end of fiscal 2014.

(5)

These shares vest over three years (one-third on October 1, 2014, one-third on October 1, 2015 and one-third on the October 1, 2016), so long as, at each vesting date, the Company has achieved an average annual compounded growth rate in EBITDA of at least 5% when compared to the Company’s EBITDA for the completed fiscal year immediately preceding the grant date. Any shares that do not vest as a result of the failure to attain the applicable performance goal will vest on the next succeeding vesting date so long as the performance goal for that succeeding vesting date has been attained. Based on the Company’s audited financial statements for fiscal 2014, the performance goal for the October 2014 vesting was not met, and the vesting of those shares has been deferred to October 1, 2015, subject to meeting the performance objective for the October 2015 vesting.

(6)

These awards are restricted stock units that vest over three years (one-third on October 1, 2014, one-third on October 1, 2015 and one-third on October 1, 2016), so long as, at each vesting date, the Company has achieved an average annual compounded growth rate in EBITDA of at least 5% when compared to the Company’s EBITDA for the completed fiscal year immediately preceding the grant date. Any shares that do not vest as a result of the failure to attain the applicable performance goal will vest on the next succeeding vesting date so long as the performance goal for that succeeding vesting date has been attained. Based on the Company’s audited financial statements for fiscal 2014, the performance goal for the October 2014 vesting was not met, and the vesting of those shares has been deferred to October 1, 2015, subject to meeting the performance objective for the October 2015 vesting.

(7)

These shares vest over six years (one-third on October 1, 2012, one-third on October 1, 2014 and one-third on October 1, 2016), so long as, at each vesting date, the Company has achieved an average annual compounded growth rate in EBITDA of at least 5% when compared to the Company’s EBITDA for the completed fiscal year immediately preceding the grant date. Any shares that do not vest as a result of the failure to attain the applicable performance goal will vest on the next succeeding vesting date so long as the performance goal for that succeeding vesting date has been attained. Based on the Company’s audited financial statements for fiscal 2014, the performance goal for the October 2014 vesting was not met, and the vesting of those shares has been deferred to October 1, 2016, subject to meeting the performance objective for the October 2016 vesting.

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(1)	Computed using the fair market value of the stock on the date of vesting.

(2)	These shares vested on November 25, 2013 (market value of $11.79 per share on the date of vesting).

(3)	These shares vested on October 1, 2013 (market value of $17.02 per share on the date of vesting).

(4)	These shares vested on June 30, 2014 (market value of $11.55 per share on the date of vesting) pursuant to the terms of Mr. Brinkley’s retirement.

(5)	Of the shares shown, 4,900 vested on October 3, 2013 (market value of $16.09 per share on the date of vesting), 7,667 vested on November 25, 2013 (market value of $11.79 per share on the date of vesting), and 3,333 vested on August 1, 2014 (market value of $9.31 per share on the date of vesting).

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(1)	These amounts were included in the Summary Compensation Table above in the column labeled “All Other Compensation.”

(2)	These amounts were not included in the Summary Compensation Table as the earnings were not in excess of market rates.

(3)

Of the Aggregate Balance at September 30, 2014, the following amounts were previously reported as compensation in the Summary Compensation Tables for prior years: $273,459 for Mr. Kuchenrither; $771,750 for Mr. Rothamel; $59,040 for Mr. Welch; and $1,289,188 for Mr. Brinkley. None of the amount shown for Ms. Maccarrone was previously reported in Summary Compensation Tables for prior years, as Ms. Maccarrone was not a Named Executive Officer in those prior years.

(4)	Mr. Rothamel’s employment terminated in July 2014, and any vested balance at that time will be distributed to him six months after his termination date. During fiscal 2014, at least $660,108 in unvested benefits was forfeited.

(5)	Mr. Given did not become an executive officer until August 2014 and, therefore, did not receive any SERP contribution for fiscal 2014.

(6)	Mr. Guest’s employment terminated in September 2014, and any vested balance at that time will be distributed to him six months after his termination date. During fiscal 2014, at least $137,895 in unvested benefits was forfeited.

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(1)	We reimburse certain of our executives, including all of the Named Executive Officers, for healthcare costs in excess of amounts covered by our health insurance plans. The amounts shown represent the amount of such supplemental healthcare benefits we paid to each of the Named Executive Officers during each of the years presented.

(2)	Represents taxable group life insurance premiums paid on behalf of the Named Executive Officers. The benefit provides life and accidental death and dismemberment coverage at three times the Named Executive Officer’s annual salary up to a maximum of $1 million.

(3)	Includes the fiscal 2014 Company contributions to the 401(k) plan and the Supplemental Executive Retirement Plan.

(4)	During fiscal 2013 and part of fiscal 2014, we had a consulting agreement with LPG Limited (HK), an entity wholly-owned by Mr. Given. See “Part III — Item 13 — Certain Relationships and Related Transactions and Director Independence — Director Independence.” The amounts shown represent the amount of consulting fees we paid to LPG Limited pursuant to such consulting agreement.

(5)	The amount for Mr. Rothamel represents the aggregate amounts we paid to him associated with locating living accommodations in Miami, Florida.

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Rothamel Employment Agreement — Paul E. Rothamel, our former President and Chief Executive Officer, had an employment agreement that provided for certain benefits (principally, a payment equal to one year of then-current base salary plus, in some cases, the prorated annual incentive bonus at target amount) in the event that Mr. Rothamel’s employment was terminated under certain circumstances. This employment agreement was terminated on July 18, 2014,

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•	October 2, 2006 Restricted Stock Awards — On October 2, 2006, we granted a performance-based restricted stock award to Mr. Brinkley. Under the terms of that award, the vesting of all remaining unvested shares (270,000) was accelerated upon Mr. Brinkley’s retirement on June 30, 2014.

•	Other Restricted Stock Awards — The standard restricted stock award agreement pursuant to which we grant restricted stock to our employees generally provides that vesting is accelerated in whole or in part in the event of the holder’s death or disability.

•	SERP Contributions — For all executives (including the Named Executive Officers), any unvested Company contributions to the SERP will vest in the case of death or disability of the participant or a change-in-control.

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Change in Control Benefits — In June 2014, the Board of Directors approved the EZCORP, Inc. Change in Control Severance Plan that provides certain of our senior executives with certain severance benefits if (1) the executive’s employment is either terminated by the Company for any reason other than Cause (as defined in the plan), death, disability or mandatory retirement or terminated by the executive for Good Reason (as defined in the plan) and (2) such termination of employment occurs within two years after a “Change in Control” of the Company or prior to, but in connection with, a potential Change in Control. The term “Change in Control” is defined in the plan and includes not only a change in the beneficial ownership of the Company’s voting stock, but also certain changes in the composition of the Board of Directors. To date, a Change in Control (as defined in the plan) has not occurred. There are currently no participants in the plan.

•	General severance benefits — We currently provide each of our executive officers with one year salary continuation if his or her employment is terminated by the Company without cause.

(1)	Represents the number of shares subject to accelerated vesting (as described above), multiplied by the closing sales price of the Class A Common Stock on September 30, 2014 ($9.91).

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(1)	Amounts represent the aggregate grant date fair value of restricted stock awards, computed in accordance with FASB ASC 718-10-25. See Note 10 to our Consolidated Financial Statements included in “Item 8 — Financial Statements and Supplemental Data.” The actual value realized by the director with respect to stock awards will depend on the market value of our stock on the date the stock is sold.

(2)	Mr. Bauer resigned from the Board of Directors in July 2014.

(3)	Mr. Beal and Mr. Love were removed from the Board of Directors by the controlling stockholder in July 2014.

(4)	Mr. Creel joined the Board of Directors in January 2014 and received non-employee director fees for the second, third and fourth quarters.

(5)	Mr. Cumins and Mr. Rotunda joined the Board of Directors on July 28, 2014, and received non-employee director fees for the last two months of the fiscal year.

(6)

Mr. Farrell retired from the Board of Directors effective March 24, 2014. As permitted under his restricted stock award agreements, the Board of Directors elected to accelerate the vesting on 8,250 shares of unvested restricted stock held by Mr. Farrell on the date of his retirement. The market value of those shares on the date of vesting was $93,803. In addition, the Board agreed to pay Mr. Farrell his non-employee director fees through June 30, 2014 (representing an additional retirement benefit of $20,000).

(7)

Mr. Roberts retired from the Board of Directors in January 2014 after having served for almost 10 years. As permitted under his restricted stock award agreements, the Board of Directors elected to accelerate the vesting on 13,250 shares of unvested restricted stock held by Mr. Roberts on the date of his retirement. The market value of those shares on the date of vesting was $152,375. In addition, the Board agreed to pay Mr. Roberts a total of $97,500 (an amount equal to the remainder of his fiscal 2014 non-employee director fees). Mr. Roberts rejoined the Board of Directors on July 28, 2014, and received additional non-employee directors for the last two months of the fiscal year.

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(1)	Excludes 685,551 shares of restricted stock that were outstanding at September 30, 2014.

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(a)	MS Pawn Corporation is the general partner of MS Pawn Limited Partnership and has the sole right to vote its shares of Class B Common Stock and to direct their disposition. Mr. Cohen is the sole stockholder of MS Pawn Corporation.

(b)	The number of shares and percentage reflect Class A Common Stock, inclusive of Class B Common Stock, shares of which are convertible to Class A Common Stock on a one-to-one basis.

(c)	Based on the Form 13F filed by FMR LLC on September 30, 2014.

(d)	Based on the Forms 13F filed by various Blackrock managers on September 30, 2014.

(e)	Based on the Form 13F filed by Huber Capital Management LLC on September 30, 2014.

(f)	Based on the Form 13F filed by The Vanguard Group, Inc. on September 30, 2014.

(g)	Does not include 21,000 shares of unvested restricted stock.

(h)	Does not include 16,000 shares of unvested restricted stock.

(i)	Includes 1,865 shares held through the Company’s 401(k) retirement savings plan. Does not include 16,000 shares of unvested restricted stock.

(j)	Does not include 200,000 shares of unvested restricted stock.

(k)	Includes 433 shares held through the Company's 401(k) retirement savings plan. Does not include 10,666 shares of unvested restricted stock or 34,400 unvested restricted stock units.

(l)	Does not include 6,000 shares of unvested restricted stock or 27,500 unvested restricted stock units.

(m)	Group includes those persons who were serving as directors and executive officers on October 31, 2014. Number shown does not include 306,666 shares of unvested restricted stock or 61,900 unvested restricted stock units.

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The Audit Committee engaged a qualified, independent financial advisory firm for the purpose of evaluating the proposed advisory services agreement relative to comparable market rates for the services contemplated by the agreement, and that firm counseled and advised the committee in the course of its consideration and evaluation of the Madison Park relationship and the proposed terms of the new advisory services agreement.

•	The Audit Committee sought, received and relied upon an opinion from that independent financial advisory firm to the effect that the consideration to be paid to Madison Park pursuant to the advisory services agreement is fair to EZCORP from a financial point of view.

•	The committee’s financial advisor prepared, and presented to the committee, a report that analyzed numerous separate comparable public company advisory engagements. That report described the structure of the contracted fee and compared the amount of the fee to various financial metrics such as revenues and EBITDA.

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The committee considered whether EZCORP continues to need services provided by Madison Park and whether there were alternative sources for those services. The committee concluded that the services provided by Madison Park under previous contracts, including the fiscal 2013 engagement, had been essential to the company’s growth and diversification of its business and that these types of services would be critical to continue that successful growth and diversification. Further, the committee concluded that, given the current challenging market environment, the advice, counsel and guidance provided by Madison Park, as well as Madison Park's contacts and perspectives on financing

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The committee also concluded that, given EZCORP’s unique business and based on the committee’s prior investigations, it was unlikely that any other financial or strategic advisor would have the specific expertise to provide the services the company needs. A necessary element to this conclusion was the unique capabilities and expertise of Madison Park and its principal, Mr. Cohen, including long-term experience and high-level strategic, industry-specific expertise.

•	The committee considered a multi-year, performance-based arrangement, but ultimately concluded that an extension of the fiscal 2013 fixed-fee arrangement was in the best interests of the company at this time.

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In the context of an analysis of the historical and proposed fee amounts compared with the company’s historical and projected financial results, as well as the analytical data provided by the committee’s financial advisor, the committee considered whether the proposed retainer fee was appropriate, given the company’s need for the services and Madison Park’s unique ability to provide them. The committee observed that the amount of the proposed fee generally fell within the ranges indicated by the comparable data, albeit at the upper portions of those ranges. Given the unique expertise provided by Madison Park and the company’s need for that unique expertise, the committee concluded that a fee in the upper portions of the comparable ranges was justified, particularly given the strategic challenges facing the company over the next year. The committee considered that the Company's EBITDA performance over the past year had been adversely affected by factors beyond management's control (specifically, the continued challenging gold environment) and the Company's decision to invest in future growth opportunities, and noted that the need to formulate and execute strategic plans to address and adapt to those continuing challenges created a continued, if not enhanced, need for the unique expertise and services provided by Madison Park.

•	After thorough discussion and analysis, the committee concluded that, under reasonable analytical methodologies, the proposed fee appeared to be within the range indicated by the comparative data, particularly when the Company’s unique needs and Madison Park’s unique abilities were considered.

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(a)

The Board’s determination that a director is independent was made on the basis of the standards for independence set forth in the NASDAQ Listing Rules. Under those standards, a person generally will not be considered independent if he or she has a relationship that, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ rules also describe specific relationships that will prevent a person from being considered independent.

(b)	Mr. Grimshaw, Mr. Kuchenrither and Mr. Given are executive officers and, therefore, are not independent in accordance with the standards set forth in the NASDAQ Listing Rules.

(c)	Mr. Cumins is the Managing Director of Cash Converters International Limited. Mr. Given serves on the board of directors, and was recently appointed to the Remunerations Committee, of Cash Converters International. Because of this relationship, Mr. Cumins is not independent in accordance with the standards set forth in the NASDAQ Listing Rules.

(d)	Mr., Rotunda, is a former executive officer of, and consultant to, the Company, and because of this relationship, he is not independent in accordance with the standards set forth in the NASDAQ Listing Rules.

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(a)	Audit related fees consist of consultations and the audit of our 401(k) retirement savings plan.

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•	Report of Independent Registered Public Accounting Firm (2014 and 2013) - Deloitte & Touche LLP

•	Report of Independent Registered Public Accounting Firm (2012) - BDO USA, LLP

•	Consolidated Balance Sheets as of September 30, 2014 and 2013

•	Consolidated Statements of Operations for each of the three years in the period ended September 30, 2014

•	Consolidated Statements of Comprehensive Income for each of the three years in the period ended September 30, 2014

•	Consolidated Statements of Cash Flows for each of the three years in the period ended September 30, 2014

•	Consolidated Statements of Stockholders’ Equity for each of the three years in the period ended September 30, 2014

•	Notes to Consolidated Financial Statements.

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