COMMON STOCK, OPTIONS AND STOCK COMPENSATION

Our capital stock consists of two classes of common stock designated as Class A Non-voting Common Stock (“Class A Common Stock”) and Class B Voting Common Stock (“Class B Common Stock”). The rights, preferences and privileges of the Class A and Class B Common Stock are similar except that each share of Class B Common Stock has one vote and each share of Class A Common Stock has no voting privileges, except as required by law. All Class A Common Stock is publicly held. Holders of Class B Common Stock may, individually or as a class, convert some or all of their shares into Class A Common Stock on a one-to-one basis. Class A Common Stock becomes voting common stock upon the conversion of all Class B Common Stock to Class A Common Stock. We are required to reserve the number of authorized but unissued shares of Class A Common Stock that would be issuable upon conversion of all outstanding shares of Class B Common Stock.

The following table presents information on shares of our Class A Common Stock issued as acquisition consideration. All of these shares were registered on a "shelf" Registration Statement on Form S-4 that was declared effective in January 2011.



	Fiscal Year Ended September 30,
	2014	2013	2012
	(in thousands)
Shares issued due to acquisitions	—	1,965	635
Shares issued due to purchase of subsidiary shares from noncontrolling interest	—	592	—

Our net income includes the following compensation costs related to our stock compensation arrangements:



	Fiscal Year Ended September 30,
	2014			2013			2012
	(in thousands)
Gross compensation costs:
Restricted stock	$	7,341		$	7,314		$	6,714
Total gross compensation costs	7,341			7,314			6,714
Income tax benefits:
Stock options	—			—			(39		)
Restricted stock	(3,576		)	(2,460		)	(2,164		)
Total income tax benefits	(3,576		)	(2,460		)	(2,203		)
Net compensation expense	$	3,765		$	4,854		$	4,511

All options and restricted stock relate to our Class A Common Stock.

Our non-employee directors are eligible for grants of restricted stock awards and non-qualified stock options. No options have been granted to the non-employee directors since fiscal 2007. The restricted stock awards that have been granted to the non-employee directors in fiscal 2014, 2013 and 2012 vest over two years from the date of grant (50% on or about the first anniversary of the date of grant and 50% on or about the second anniversary). Restricted stock awards, non-qualified options and incentive stock options have been granted to our officers and employees under our 1998, 2003, 2006 and 2010 Incentive Plans. A portion of the restricted stock awards granted in fiscal 2014, 2013 and 2012 contain both performance and time-based vesting provisions.

On May 1, 2010 our Board of Directors approved the adoption of the EZCORP, Inc. 2010 Long-Term Incentive Plan (the “2010 Plan”). The 2010 Plan permits grants of options, restricted stock awards and stock appreciation rights covering up to 1,575,750 shares of our Class A Common Stock plus any shares that become available for issuance under either the 2010 Plan or prior plans as a result of forfeitures or cancellations of awards without delivery of shares or as a result of withholding shares to satisfy tax withholding obligations. We generally issue newly issued shares to satisfy stock option exercises and restricted stock awards. At September 30, 2014, 521,794 shares were available for grant under the 2010 Plan. We measure the fair value of restricted stock awards based on the closing market price of the Class A Common Stock as of the grant date.

The following is a summary of the restricted stock award activity for the fiscal year ended September 30, 2014:



	Shares		Weighted Average Grant Date Fair Value
Outstanding at September 30, 2013	1,210,808		$	19.06
Granted	514,056		14.58
Released*	(455,133	)	16.76
Forfeited	(584,180	)	19.86
Outstanding at September 30, 2014	685,551		$	19.82

* Approximately 154,000 shares were withheld to satisfy related federal income tax withholding.



	Fiscal Year Ended September 30,
	2014		2013		2012
	(in millions except per share amounts)
Weighted average grant-date fair value per share granted	$	14.58	$	20.43	$	29.22
Total grant date fair value of shares vested	$	7.6	$	10.7	$	4.1

At September 30, 2014, the unamortized fair value of restricted stock awards to be amortized over their remaining vesting periods was approximately $15.6 million and the fair value of all options had been fully amortized to expense. The weighted average period over which these costs will be amortized is two years.

The following is a summary of the option activity for the fiscal year ended September 30, 2014:



	Shares		Weighted Average Exercise Price
Outstanding at September 30, 2013	100		$	2.95
Exercised	(100	)	2.95
Outstanding at September 30, 2014	—		$	—



	Fiscal Year Ended September 30,
	2014		2013		2012
	(in millions except share amounts)
Shares issued due to stock option exercises	100		18,000		204,298
Proceeds due to stock option exercises	$	—	$	0.05	$	0.65
Tax benefit from stock option exercises	$	—	$	—	$	1.10
Intrinsic value of stock options exercised	$	—	$	0.28	$	5.65

On March 25, 2014, following the shareholders' approval, we filed with the Secretary of State of the State of Delaware a Certificate of Amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized Class A Common Stock from 55,550,000 to 100,000,000.

In connection with the retirement of our Executive Chairman effective June 30, 2014, we agreed to accelerate the vesting of 270,000 shares of restricted stock and recorded $2.2 million of the related gross compensation costs in the quarter ending March 31, 2014. Out of the 270,000 shares, 135,000 shares would have otherwise vested on October 2, 2014 and 135,000 shares would have otherwise vested on October 2, 2016.

In June 2014, in connection with the issuance of the Convertible Notes discussed in Note 9, we repurchased 1.0 million shares of outstanding Class A Common Stock in privately negotiated transactions for an aggregate purchase price of $11.9 million. We recognized the total amount of the repurchased shares in Treasury Stock on our consolidated balance sheets. In July 2014, we retired all 1.0 million of the previously repurchased shares. At September 30, 2014, total outstanding Treasury Stock on our consolidated balance sheets was zero.