SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported):
SEPTEMBER 21, 2006
EZCORP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-19424 74-2540145
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
1901 CAPITAL PARKWAY
AUSTIN, TEXAS 78746
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(512) 314-3400
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
INCENTIVE COMPENSATION PROGRAM FOR SENIOR MANAGEMENT TEAM
On September 21, 2006, EZCORP, Inc. ("EZCORP") adopted and approved a Fiscal
Year 2007 Incentive Compensation Program (the "ICP"). The ICP is an annual plan
for EZCORP's executive officers and key employees (collectively the
"Participants"). The ICP provides each of the Participants an opportunity to
receive an annual incentive cash bonus based on EZCORP's financial performance
as a company and the Participant's personal performance during fiscal 2007. A
Compensatory Advisory Group comprised of the President and Chief Executive
Officer, the Senior Vice President of Administration and the Senior Vice
President and Chief Financial Officer of EZCORP administers the ICP. The
Compensatory Advisory Group established the bonus opportunities and the
performance goals and will also determine performance and award bonuses, if any,
pursuant to the terms of the ICP. The Compensation Committee of the Board of
Directors of EZCORP reviewed and approved the ICP including the Participants,
the performance goals, and potential incentive compensation to be received by
the Participants.
The key terms of the ICP and the criteria for awarding bonuses under the ICP for
the fiscal year ending September 30, 2007 are:
o Each Participant's target bonus is determined as a percentage of base
pay based on the Financial Performance Component and Personal Component
discussed below. The percentages vary by position.
o EZCORP's financial performance during fiscal 2007 will be measured by
its net income which may be adjusted for any special items, charges or
credits pursuant to the terms of the ICP (the "Financial Performance
Component"). The Financial Performance Component payout ranges from 0%
to 150% of the Financial Performance Component target bonus for each
Participant depending on the level of net income achieved.
o The Participant's performance during fiscal 2007, in accomplishing
defined personal (financial or non-financial) objectives, which are
intended to enhance and support EZCORP's strategic initiatives (the
"Personal Component"). The Personal Component payout ranges from 0% to a
maximum of 100% of the Personal Component target bonus for each
Participant. No Personal Component payout is allowed unless EZCORP's net
income is at least 90% of the target net income (as described above).
2006 INCENTIVE PLAN
On September 21, 2006, EZCORP adopted and approved the EZCORP, Inc. 2006
Incentive Plan (the "2006 Plan"). The Incentive Plan is intended to provide
equity based compensation incentives for EZCORP's directors, executive officers
and key employees.
The 2006 Plan permits issuance of up to 750,000 shares of Class A non-voting
common stock of the company, of which no more than 350,000 shares may be issued
to any individual in one fiscal year. Awards may be in the form of incentive and
nonstatutory options, restricted stock awards and stock appreciation rights. The
2006 Plan is administered by a committee composed of non-employee members of the
board of directors, except that for awards to committee members the full board
of directors shall serve as the committee. No awards may be made under the 2006
Plan more than ten years after the earlier of the date the Plan is approved by
the directors or the voting shareholder of EZCORP.
The committee may grant options to participants, exercisable in whole or in such
installments, and at such times, as may be determined by the committee, but no
option may be exercised more than ten years from the date of the grant. The
exercise price may be set by the committee but must not be less than the fair
market value of the underlying stock on the date of grant. Incentive options are
subject to the limitations imposed by the Internal Revenue Code for favorable
tax treatment of such options.
The 2006 Plan provides for awards in the form of restricted stock, which may be
granted in such numbers and at such times as the committee may determine. The
restricted stock may have whatever restrictions the committee determines, such
as specified performance goals and restrictions under applicable federal and
state securities laws. Each award of restricted stock will have a restricted
period, set by the committee, applied to it, during which time the restricted
stock shall be subject to forfeiture.
The 2006 Plan also provides for awards of stock appreciation rights under terms
determined by the committee. The rights may be granted either in connection with
an option or independently of an option. If granted in connection with an
option, the right entitles the holder to surrender the option or any portion
thereof and receive payment of an amount by which the then-current fair market
value of the stock exceeds the option exercise price. If granted independent of
an option, the right will give the participant the right to receive the
difference between the fair market value of the right on the date of grant and
the fair market value on the date of its exercise. Terms and limitations on
exercise may be determined by the committee.
On September 21, 2006, the committee agreed to grant the following restricted
stock awards to directors and executive officers pursuant to the 2006 Plan as of
October 2, 2006:
PARTICIPANT NUMBER OF SHARES VESTING PERIOD
Sterling B. Brinkley, Chairman of the Board 270,000 In increments over 10 years,
subject to achievement of
performance objectives
Joseph L Rotunda, President, Chief Executive 315,000 In increments over 10 years,
Officer and Director subject to achievement of
performance objectives
Dan N. Tonissen, Senior Vice President and Chief 10,000 4 years
Financial Officer, Assistant Secretary and Director
Robert A. Kasenter, Senior Vice President of 10,000 4 years
Administration
Eric Fosse, Vice President of EZMONEY 4,000 4 years
Operations
On September 21, 2006, the committee recommended and the Board of Directors
agreed to grant the following nonstatutory stock options to independent
directors pursuant to the 2006 Plan as of September 21, 2006:
PARTICIPANT NUMBER OF SHARES VESTING PERIOD
Thomas C. Roberts, Director and Audit Committee 5000 1 year
Chairman
Richard Sage, Director and Compensation Committee 5000 1 year
Chairman
Gary Matzner, Director 5000 1 year
The 2006 Plan was approved by EZCORP's sole owner of its Class B voting common
stock on September 20, 2006.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
EZCORP, INC.
(Registrant)
Date: September 27, 2006 By: /s/ Daniel N. Tonissen
---------------------------
(Signature)
Senior Vice President,
Chief Financial Officer,
and Director