Exhibit 10.1


 





RETIREMENT AND TRANSITION AGREEMENT


 


THIS RETIREMENT AND TRANSITION AGREEMENT (this
“Agreement”) is entered into effective as of January 1, 2018 by and between America’s Car Mart, Inc.,
an Arkansas corporation (the “Company”), and William H. Henderson (“Executive”).


 


WHEREAS, the Company is engaged in the business
of the sale and financing of used vehicles (the “Company Business”);


 


WHEREAS, Executive has been employed by the
Company for over thirty (30) years and served as its Chief Executive Officer for over ten (10) years, most recently pursuant to
that certain Employment Agreement dated as of May 1, 2015 (the “Employment Agreement”);


 


WHEREAS, Executive previously notified the Company
of his intention to retire as Chief Executive Officer of the Company effective December 31, 2017; and


 


WHEREAS, to facilitate a smooth and orderly
transition in the management of the Company, Executive agrees to make himself available to provide services to the Company on the
terms and conditions set forth herein;


 


NOW, THEREFORE, in consideration of the mutual
covenants and promises contained herein, the parties hereto, each intending to be legally bound hereby, agree as follows:


 


1.           
Retirement.


 


1.1             
Retirement from Positions. Executive’s retirement from employment with the Company and its parent, subsidiaries
and affiliates (collectively, the “Company Group”) is effective as of 11:59 p.m., Central Standard Time, on
December 31, 2017 (such date, the “Retirement Date”). Such retirement from employment with the Company Group
includes Executive’s voluntary retirement and resignation from the position of Chief Executive Officer of the Company and
all other officer and employee positions held by Executive with the Company Group.


 


1.2             
Release Agreement. Executive’s receipt of any payments and benefits pursuant to this Agreement (other than
compensation payable for service as a non-employee director of the Company’s parent company pursuant to Section 2.2 (the
“Director Fees”)) is subject to Executive’s signing and not revoking the Release Agreement substantially
in the form attached hereto as Exhibit A (the “Release Agreement”); provided that the Release Agreement
is effective within sixty (60) days following the date of this Agreement. No payments or benefits under this Agreement (other than
the Director Fees) shall be paid or provided to Executive unless the Release Agreement becomes effective in accordance with the
deadline specified in the preceding sentence.


 


2.           
Director Services and Compensation.


 


2.1             
Director Services. Executive’s retirement from employment with the Company Group as set forth in Section 1.1
does not affect his position as a director of the Company’s parent company, America’s Car-Mart, Inc., a Texas corporation
(the “Parent Company”). Executive will continue to serve as a director of the Parent Company until his resignation
or removal from such directorship, subject to his annual nomination by the Parent Company’s Board of Directors (the “Board”)
(or a committee thereof) and election by the shareholders of the Parent Company to serve as a member of the Board.


 






     

     

    

 


2.2             
Director Compensation. Effective as of the Retirement Date, Executive shall be eligible to receive an annual retainer
of $40,000 for service as a non-employee director of the Parent Company and such other compensation, other than any stock options
or restricted shares granted during the first two fiscal years following the Retirement Date, payable to non-employee directors
as is determined from time to time by the Board. Executive’s retainer for service as a Parent Company director from the Retirement
Date through the date of the Parent Company’s Annual Meeting in 2018 shall be pro rated to reflect the portion of the year
in which Executive served as a non-employee director and shall otherwise be payable in accordance with the Parent Company’s
past practice for compensation of its non-employee directors.


 


3.           
Transition.


 


3.1             
Consulting Period and Services. Commencing on the Retirement Date and ending on the second anniversary thereof (the
“Consulting Period”), Executive shall make himself available to advise senior management and otherwise consult
with the Company as reasonably requested by the Company from time to time (the “Consulting Services”); provided
that the Consulting Services shall not exceed twenty percent (20%) of the average level of services that Executive performed during
the 36-month period prior to the Retirement Date. The Company shall not control the manner or means by which Executive performs
the Consulting Services, and Executive’s provision of the Consulting Services to the Company shall be non-exclusive.


 


3.2             
Consulting Fee. In exchange for the Consulting Services, commencing on the Retirement Date, the Company agrees to
pay Executive a monthly fee of $2,000 (the “Monthly Fee”) during the Consulting Period for a total fee of $48,000.
Except as to the Monthly Fee, no other payment or benefits shall be due or payable to Executive for the Consulting Services. The
Company may terminate Executive’s service as a consultant prior to the expiration of the Consulting Period for Cause (as
defined below) by delivery of written notice to Executive, which notice shall effect termination immediately upon delivery of such
written notice. In the event Executive’s service as a consultant is terminated for Cause, the Monthly Fee shall be prorated
through the effective date of termination. In the event Executive’s service as a consultant is terminated by reason of Executive’s
death, the Monthly Fee shall be paid through the month of termination. For purposes of this Agreement, “Cause”
means the occurrence of any of the following:


 


(i)      the commission by Executive of any
deliberate and premeditated act involving moral turpitude detrimental to the economic interests of the Company Group;


 


(ii)      the conviction of Executive of
a felony;


 


(iii)     the willful failure or refusal
of Executive to perform his duties hereunder (which failure or refusal persists after written notice from the Company to Executive
complaining of such failure or refusal) or Executive’s gross negligence of a material nature in connection with the performance
of such duties; or


 






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(vi)     Executive’s breach of any
provision of this Agreement that is not cured within thirty (30) days subsequent to written notice from the Company to Executive
of the breach.


 


3.3             
Status as an Independent Contractor. In all matters relating to the Consulting Services, nothing under this Agreement
shall be construed as creating any partnership, joint venture or agency between the Company and Executive or to constitute Executive
as an agent, employee or representative of the Company. Executive shall act solely as an independent contractor and, as such, is
not authorized to bind any member of the Company Group to third parties. Consequently, Executive shall not be entitled to participate
during the Consulting Period in any of the employee benefit plans, programs or arrangements of the Company Group in his capacity
as a consultant. The Company will not be responsible for withholding or paying any income, payroll, Social Security or other federal,
state or local taxes, making any insurance contributions, including unemployment or disability, or obtaining workers’ compensation
insurance on Executive’s behalf. The Company has not, is not and shall not be obligated to make, and it is the sole responsibility
of Executive to make, all periodic filings and payments required to be made in connection with any withholding taxes, FICA taxes,
federal or state unemployment taxes, and any other federal, state or local taxes, payments or filings required to be paid, made
or maintained in connection with any payments made by the Company to Executive in connection with the provision of the Consulting
Services. Executive agrees to indemnify and hold the Company harmless from and against any costs, fees, expenses, liabilities or
penalties associated with any withholding taxes, FICA taxes, federal unemployment taxes, and any other federal, state or local
taxes, payments or filings required to be paid, made or maintained in connection with any payments made by the Company to Executive
for the Consulting Services. Executive shall not make any public statements concerning the Consulting Services that purport to
be on behalf of the Company Group, in each case without prior consent from the Company.


 


4.            
Special Retirement Bonus. In recognition of Executive’s contribution to the Company, and in consideration of the
covenants incorporated herein and the waiver and release contained in the Release Agreement, the Company shall pay Executive a
special retirement bonus equal to $1,100,000 in the aggregate in a lump sum (the “Retirement Bonus”). Executive’s
receipt of the Retirement Bonus is subject to Executive’s (a) execution and non-revocation of the Release Agreement and (b)
compliance with the obligations and covenants under this Agreement. The Retirement Bonus shall be paid to Executive on or before
the 90th day following the date of this Agreement.


 


5.            
Equity-Based Awards. All non-qualified stock options to purchase shares of Parent Company stock subject to time-based
or performance-based vesting conditions (the “Awards”), granted to Executive prior to the Retirement Date shall
continue to vest and, to the extent such Awards are or become vested, shall remain exercisable in accordance with the terms of
the applicable Award agreements and the America’s Car-Mart, Inc. Amended and Restated Stock Option Plan (the “Stock
Option Plan”), subject to Executive’s continuous service (as defined in the Stock Option Plan) as a director of
the Parent Company or as a consultant of the Company in accordance with the terms of this Agreement.


 


6.            
Retirement Plans; Deferred Compensation; Insurance. Executive shall be entitled to receive his vested accrued benefits,
if any, under the America’s Car-Mart, Inc. 401(k) Plan and the America’s Car-Mart, Inc. Nonqualified Deferred Compensation
Plan in accordance with the terms and conditions of such plans. In addition, Executive shall continue to receive health insurance
coverage under the Company’s employee and executive health insurance plans for a period of two years following the Retirement
Date as a former executive officer who remains a director of the Parent Company, subject to Executive’s continued service
as a Parent Company director. Such coverage shall include medical benefits only as in effect for Executive as of or immediately
prior to the Retirement Date, and the Company will share the premium costs for such coverage in the same or similar proportion
as prior to the Retirement Date. Commencing on January 1, 2018 (or earlier, if required by the terms of the Company’s life
insurance policy), the Company shall no longer pay life insurance premiums on behalf of Executive.


 






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7.            
No Other Compensation or Benefits. Except as otherwise specifically provided herein or as required by the Consolidated
Omnibus Budget Reconciliation Act (COBRA) or other applicable law, Executive shall not be entitled to any compensation or benefits
or to participate in any past, present or future employee benefit plans, programs or arrangements of the Company Group on or after
the Retirement Date.


 


8.            
Covenants and Agreements.


 


8.1             
Non-Solicitation.


 


(a)       Customers.
During Executive’s provision of Consulting Services pursuant to this Agreement and for one (1) year immediately following
the cessation of Executive’s provision of Consulting Services for any reason, Executive shall not, on his own behalf or on
behalf of any person, firm, partnership, association, corporation or business organization, entity or enterprise (except the Company),
solicit, call upon, or attempt to solicit or call upon, any customer of the Company, or any representative of any customer of the
Company with a view to selling or providing any product or service competitive with any product or service sold or provided by
the Company in the Company Business, as defined herein, during the twelve (12) month period immediately preceding cessation of
Executive’s provision of Consulting Services, provided that the restrictions set forth in this section shall apply only to
customers of the Company, or representatives of customers of the Company with whom Executive had material contact during such twelve
(12) month period. “Material contact” exists between Executive and each of the Company’s existing customers:
(i) with whom Executive actually dealt for a business purpose while engaged by the Company or to further a business relationship
between the customer and the Company; or (ii) whose business dealings with the Company were handled, coordinated or supervised
by Executive or performed by Executive in whole or in part.


 


(b)        Employees.
During Executive’s provision of Consulting Services and for one (1) year immediately following the cessation of Executive’s
provision of Consulting Services for any reason, Executive will not solicit or in any manner encourage employees of the Company
to leave the employ of the Company. The foregoing prohibition applies only to employees with whom Executive had material contact
pursuant to Executive’s duties during the twelve (12) month period immediately preceding cessation of Executive’s provision
of Consulting Services. “Material contact” means interaction between Executive and another employee of the Company:
(i) with whom Executive actually dealt or worked with; or (ii) whose employment or dealings with the Company or services for the
Company were handled, coordinated or supervised by Executive.


 






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8.2             
Non-Disclosure.


 


(a)       TRADE
SECRETS. Executive acknowledges that the Company owns and uses trade secrets as defined under applicable law. “Trade secret(s)”
means information, without regard to form, including, but not limited to, technical or non-technical data, a formula, a pattern,
a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans,
or a list of actual or potential customers or suppliers which is not commonly known by or available to the public and which information:
(a) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper
means by, other persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts that are reasonable
under the circumstances to maintain its secrecy. Executive further acknowledges that in the course of Executive’s provision
of Consulting Services and in order to carry out Executive’s duties under this Agreement, Executive has or will become privy
to the Trade Secrets of the Company. Accordingly, Executive shall not disclose, divulge, publish to others, or use for any purpose,
except as necessary to perform Executive’s duties while engaged by the Company as a consultant, any Trade Secret of the Company
without the prior written consent of the Company, for so long as such information shall remain a Trade Secret under applicable
law.


 


(b)       CONFIDENTIAL
INFORMATION. Executive acknowledges that in order to conduct its business, the Company owns and uses written and unwritten confidential
information. “Confidential Information” means data and information relating to the business of the Company (which
may not rise to the level of a Trade Secret under applicable law) which is or has been disclosed to Executive or of which Executive
became aware as a consequence of or through Executive’s relationship with the Company and which has value to the Company
and is not generally known to its competitors. Confidential Information shall not include any data or information that has been
voluntarily disclosed to the public by the Company (except where such public disclosure has been made by Executive without authorization)
or that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means.
Executive further acknowledges that in the course of his provision of Consulting Services and in order to carry out his duties
under this Agreement, Executive has or will become privy to Confidential Information of the Company. Accordingly, Executive agrees
that while engaged as a consultant by the Company, and for a period of two (2) years from the conclusion of Executive’s provision
of Consulting Services for any reason, Executive will not disclose, divulge, publish to others or use for any purpose any Confidential
Information of the Company except to the extent necessary to perform his duties and responsibilities under this Agreement, without
the prior written consent of the Company.


 


(c)       NOTICE
OF TRADE SECRETS AND CONFIDENTIAL INFORMATION. Executive acknowledges that the Company hereby designates Trade Secrets and Confidential
Information to include, by way of illustration but not limitation, confidential customer and prospective customer lists; information
provided to the Company by its customers or clients or prospective customers or clients; customer preferences; client contacts;
marketing plans, presentations and strategies; products; processes; designs; formulas; methods; clinical data; licenses; software;
computer or electronic data disks or tapes; processes; research and plans for research; computer programs; methods of operations
and costs data; contracts; personnel information; credit terms; financial information (including without limitation information
regarding fee and pricing structures, assets, status of client accounts or credit); or any other information designated as a trade
secret, confidential or proprietary by the Company.


 






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(d)       TREATMENT
OF TRADE SECRETS AND CONFIDENTIAL INFORMATION. Executive understands and agrees to treat whatever information the Company wants
to protect from disclosure as genuinely “confidential”, i.e., restricting access by pass code, stamping hardcopies
of customer lists “confidential,” and restricting access to the customer list to designated and appropriate personnel,
and the like. Executive further agrees, as a consultant, to use his best efforts and the utmost diligence to guard and protect
the Company’s Trade Secrets and Confidential Information from disclosure to any competitor, customer or supplier of the Company
or any other person, firm, corporation or other entity, unless such disclosure has been specifically authorized by the Company
in writing.


 


8.3             
Non-Competition. Executive acknowledges that the Company is engaged in the Company Business as defined herein. Executive
further acknowledges that the Company Business is primarily concentrated in and focused in Alabama, Arkansas, Georgia, Indiana,
Iowa, Kentucky, Mississippi, Missouri, Oklahoma, Tennessee and Texas (hereinafter the “Territory”), and that
Executive’s provision of Consulting Services under this Agreement is not limited to any particular area within that region
but will be within and throughout the entire Territory, and rendered in connection with Company Business. Executive further agrees
and acknowledges that because of his association with the Company and his access to Trade Secrets and confidential, proprietary
information of the Company which relate to the Company Business as herein defined, Executive’s competition with the Company
as or with a direct competitor in the same line of business as the Company would damage and impair the business of the Company.
Therefore, during the term of his provision of Consulting Services and for a period of one (1) year from the conclusion of Executive’s
provision of Consulting Services for any reason, Executive shall not, for himself or on behalf of any other person, firm, partnership,
association, corporation, business organization, entity or enterprise, perform duties which are substantially similar to the duties
or services performed by Executive on behalf of Company within the Territory for any business engaged in the Company Business as
defined herein.


 


8.4             
Ownership of Work Product. For purposes of this Agreement, “Work Product” shall mean the data,
materials, documentation, computer programs, inventions (whether or not patentable), and all works of authorship, including all
worldwide rights therein under patent, copyright, trade secret, confidential information, and other property rights, created or
developed in whole or in part by Executive, relating to the Company Business whether prior to the date of this Agreement or in
the future, either (i) while engaged as a consultant by the Company and that have been or will be paid for by the Company, or (ii)
while engaged as a consultant by the Company (whether developed during working hours or not) and not otherwise the subject of a
written agreement between the Company and Executive. All Work Product shall be considered work made for hire by Executive and owned
by the Company. If any of the Work Product may not, by operation of law, be considered work made for hire by Executive for the
Company, or if ownership of all rights, title, and interest of the intellectual property rights therein shall not otherwise vest
exclusively in the Company, Executive hereby assigns to the Company, and upon the future creation thereof automatically assigns
to the Company without further consideration, the ownership of all Work Product. The Company shall have the right to obtain and
hold in its own name patents, copyrights, registrations and any other protection available in the Work Product. Executive agrees
to perform, during and after his provision of Consulting Services, such further acts as may be necessary or desirable to transfer,
perfect, and defend the Company’s ownership of the Work Product as reasonably requested by the Company.


 






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8.5             
Return of Company Property. All Company property, including, but not limited to, equipment, devices, records, correspondence,
documents, files, reports, studies, manuals, compilations, drawings, blueprints, sketches, videos, memoranda, computer software
and programs, data or any other information, including Trade Secrets and Confidential Information (whether originals, copies or
extracts, stored in any medium), whether prepared or developed by Executive or otherwise coming into Executive’s possession,
whether maintained by Executive in the facilities of the Company, at Executive’s home, or at any other location, is, and
shall remain, the exclusive property of the Company and shall be promptly delivered to the Company, with no copies or reproductions
retained by Executive, in the event of termination of Executive’s service for any reason, or at any other time or times the
Company may request. Upon termination of the Consulting Services for any reason, Executive agrees to sign and deliver the “Termination
Certification” attached hereto as Exhibit B.


 


8.6             
Reasonable Restrictions. Executive agrees and acknowledges that the restrictions contained in this Agreement are
reasonable and necessary in order to protect the valuable proprietary assets, goodwill and business of the Company and that the
restrictions will not prevent or unreasonably restrict his ability to earn a livelihood. Executive also agrees and acknowledges
that if his provision of Consulting Services ends for any reason, Executive will be able to earn a livelihood without violating
the restrictions contained in this Agreement and that Executive’s ability to earn a livelihood without violating said restrictions
is an important reason in Executive choosing to sign this Agreement.


 


9.            
Section 409A. This Agreement is intended to meet, or be exempt from, the requirements of Section 409A of the Internal
Revenue Code of 1986, as amended, and the regulations and interpretive guidance promulgated thereunder (collectively, “Section
409A”), with respect to amounts subject thereto, and shall be interpreted and construed consistent with that intent.
No expenses eligible for reimbursement, or in-kind benefits to be provided, during any calendar year shall affect the amounts eligible
for reimbursement in any other calendar year, to the extent subject to the requirements of Section 409A, and no such right to reimbursement
or right to in-kind benefits shall be subject to liquidation or exchange for any other benefit. For purposes of Section 409A, each
payment in a series of installment payments provided under this Agreement shall be treated as a separate payment. Any payments
to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service”
under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided
under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes,
penalties, interest or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A. If
amounts payable under this Agreement do not qualify for exemption from Section 409A at the time of Executive’s separation
from service and therefore are deemed deferred compensation subject to the requirements of Section 409A on the date of such separation
from service, then if Executive is a “specified employee” under Section 409A on the date of Executive’s separation
from service, payment of the amounts hereunder shall be delayed for a period of six (6) months from the date of Executive’s
separation from service if required by Section 409A. The accumulated postponed amount shall be paid in a lump sum within sixty
(60) days after the end of the six-month period. If Executive dies during the postponement period prior to payment of the postponed
amount, the amounts withheld on account of Section 409A shall be paid to Executive’s estate within sixty (60) days after
the date of Executive’s death.


 






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10.         
Miscellaneous.


 


10.1         
Severability. As the provisions of this Agreement are independent of and severable from each other, the Company and
Executive agree that if, in any action before any court or agency legally empowered to enforce this Agreement, any term, restriction,
covenant, or promise hereof is found to be unreasonable or otherwise unenforceable, then such decision shall not affect the validity
of the other provisions of this Agreement, and such invalid term, restriction, covenant, or promise shall also be deemed modified
to the extent necessary to make it enforceable.


 


10.2         
Notice. For purposes of this Agreement, notices, demands and all other communications provided for in this Agreement
shall be in writing and shall be deemed to have been duly given when received if delivered in person, the next business day if
delivered by overnight commercial courier (e.g., Federal Express), or the third business day if mailed by United States certified
mail, return receipt requested, postage prepaid, to the following addresses:


 


If to the Company, to:


 


America’s Car Mart, Inc.


802 S.E. Plaza Avenue, Suite 200


Bentonville, Arkansas 72712


Attn: Mr. Jeffrey A. Williams, Chief Executive Officer


 


with a copy to:


 


America’s Car Mart, Inc.


802 S.E. Plaza Avenue, Suite 200


Bentonville, Arkansas 72712


Attn: Mr. W. Brett Papasan, Chief Legal Officer


 






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If to Executive, to:


 


William H. Henderson


                                                        

                                                        

                                                        


 


with a copy to:


 


                                                        


                                                        


                                                        


Attention:                                        


 


Either party may change its address for notices
in accordance with this Section 10.2 by providing written notice of such change to the other party.


 


10.3         
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Arkansas.


 


10.4         
Benefits; Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties
and their respective heirs, personal representatives, legal representatives, successors and permitted assigns. Executive shall
not assign his interest in or delegate his duties under this Agreement. However, the Company is expressly authorized to assign
this Agreement to one of its affiliates or subsidiaries upon written notice to Executive; provided that (a) the assignee assumes
all of the obligations of the Company under this Agreement, (b) Executive’s role when viewed from the perspective of such
assignee in the aggregate is comparable to such role immediately before the assignment, and (c) the Company, for so long as an
affiliate of the assignee, remains secondarily liable for the financial obligations hereunder. The rights and obligations of the
Company hereunder may also be assigned by operation of law in connection with a merger in which the Company is not the surviving
corporation or in connection with the sale of substantially all of the assets of the Company; and in the latter event, such assignment
shall not relieve the Company of its obligations hereunder.


 


10.5         
Entire Agreement. This Agreement, including its incorporated Exhibits A and B, constitutes the entire agreement between
the parties, and all prior understandings, agreements or undertakings between the parties concerning Executive’s retirement
from employment or the other subject matters of this Agreement (other than the post-employment restrictive covenants set forth
in the Employment Agreement, which shall remain in full force and effect) are superseded in their entirety by this Agreement.


 


10.6         
Waivers and Amendments. This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof
may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance.
No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor
shall any waiver on the part of any party of any such right, power or privilege nor any single or partial exercise of any such
right, power or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.


 






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10.7         
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but which
together shall be one and the same instrument.


 


10.8         
Interpretation. As both parties have had the opportunity to consult with legal counsel, no provision of this Agreement
shall be construed against or interpreted to the disadvantage of any party by reason of such party having, or being deemed to have,
drafted, devised, or imposed such provision.


 


10.9         
Duration. Notwithstanding the termination of Executive’s service as a consultant under this Agreement or as
a director of the Parent Company, this Agreement shall continue to bind the parties for so long as any obligations remain under
this Agreement, and, in particular, the Executive shall continue to be bound by the covenants set forth in Section 8 of this Agreement.


 


10.10     
Incorporation of Recitals. The recitals set forth in the beginning of this Agreement are hereby incorporated into
the body of this Agreement as if fully set forth herein.


 


[Signature Page Follows]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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IN WITNESS WHEREOF, the parties hereto have
signed their names on January 8, 2018, and the Agreement shall be effective as of the day and year first above written.


 





	 	AMERICA’S CAR MART, INC.,
	 	an Arkansas corporation
	 	 	 	 
	 	By:  	/s/ Jeffrey A. Williams	 
	 	Name: 	Jeffrey A. Williams	 
	 	Title:	President	 







 


 


 


 


EXECUTIVE HEREBY ACKNOWLEDGES THAT EXECUTIVE HAS READ THIS AGREEMENT,
THAT EXECUTIVE FULLY KNOWS, UNDERSTANDS AND APPRECIATES ITS CONTENTS, AND THAT EXECUTIVE HEREBY ENTERS INTO THIS AGREEMENT VOLUNTARILY
AND OF EXECUTIVE’S OWN FREE WILL. 


 


 


	/s/ William H. Henderson	 



William H. Henderson


 


 


 


 


 


 


 






    	(Signature Page to Retirement and Transition Agreement)



     

    

 


EXHIBIT A


 


RELEASE AGREEMENT


 


THIS RELEASE AGREEMENT (this “Agreement”),
dated as of January 5, 2018, by and between America’s Car Mart, Inc., an Arkansas corporation (the “Company”),
and William H. Henderson (“Executive”). Capitalized terms used herein but not defined shall have the meanings
set forth in the Retirement and Transition Agreement, dated as of January 5, 2018 (the “Retirement Agreement”),
by and between the Company and Executive.


 


WHEREAS, the Retirement Agreement sets forth
the terms and conditions of Executive’s retirement from employment with the Company effective as of December 31, 2017; and


 


WHEREAS, the Retirement Agreement provides that,
in consideration for certain payments and benefits payable to Executive in connection with his retirement, Executive shall fully
and finally release the Company Group from all claims relating to Executive’s employment relationship with the Company and
the termination of such relationship.


 


NOW, THEREFORE, in consideration of the mutual
covenants and promises contained herein, the parties hereto, each intending to be legally bound hereby, agree as follows:


 


1.            
Release.


 


1.1             
General Release. In consideration of the Company’s obligations under the Retirement Agreement and for other
valuable consideration, Executive hereby releases and forever discharges the Company Group and each of their respective officers,
employees, directors and agents (collectively, the “Released Parties”) from any and all claims, actions and
causes of action (collectively, “Claims”), including, without limitation, any Claims arising under any applicable
federal, state, local or foreign law, that Executive may have, or in the future may possess arising out of (x) Executive’s
employment relationship with and service as an employee or officer of the Company Group, and the termination of such relationship
or service, or (y) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof;
provided, however, that the release set forth in this Section 1.1 shall not apply to (i) the obligations of the Company under the
Retirement Agreement and (ii) the obligations of the Company to continue to provide director and officer indemnification to Executive
as provided in the articles of incorporation, bylaws or other governing documents for the Company. Executive further agrees that
the payments and benefits described in the Retirement Agreement shall be in full satisfaction of any and all claims for payments
or benefits, whether express or implied, that Executive may have against the Company Group arising out of Executive’s employment
relationship, Executive’s service as an employee or officer of the Company Group and the termination thereof. The provision
of the payments and benefits described in the Retirement Agreement shall not be deemed an admission of liability or wrongdoing
by the Company Group. This Section 1.1 does not apply to any Claims that Executive may have as of the date Executive signs this
Agreement arising under the federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations
promulgated thereunder (“ADEA”). Claims arising under ADEA are addressed in Section 1.2 of this Agreement.


 






    	Exhibit A



     

    

 


1.2             
Specific Release of ADEA Claims. In consideration of the payments and benefits provided to Executive under the Retirement
Agreement, Executive hereby releases and forever discharges the Company Group and each of their respective officers, employees,
directors and agents from any and all Claims that Executive may have as of the date Executive signs this Agreement arising under
ADEA. By signing this Agreement, Executive hereby acknowledges and confirms the following: (a) Executive was advised by the Company
in connection with Executive’s retirement to consult with an attorney of Executive’s choice prior to signing this Agreement
and to have such attorney explain to Executive the terms of this Agreement, including, without limitation, the terms relating to
Executive’s release of claims arising under ADEA; (b) Executive has been given a period of not fewer than twenty-one (21)
days to consider the terms of this Agreement and to consult with an attorney of Executive’s choosing with respect thereto;
and (c) Executive is providing the release and discharge set forth in this Section 1.2 only in exchange for consideration in addition
to anything of value to which Executive is already entitled.


 


1.3             
Representation. Executive hereby represents that Executive has not instituted, assisted or otherwise participated
in connection with, any action, complaint, claim, charge, grievance, arbitration, lawsuit or administrative agency proceeding,
or action at law or otherwise against any member of the Company Group or any of their respective officers, employees, directors,
shareholders or agents.


 


2.            
Cessation of Payments. In the event that Executive (a) files any charge, claim, demand, action or arbitration with regard
to Executive’s employment, compensation or termination of employment under any federal, state or local law, or an arbitration
under any industry regulatory entity, except in either case for a claim for breach of the Retirement Agreement or failure to honor
the obligations set forth therein or (b) breaches any of the covenants or obligations contained in or incorporated into the Retirement
Agreement, the Company shall be entitled to cease making any payments due pursuant to Sections 4 and 5 of the Retirement Agreement.


 


3.            
Voluntary Assent. Executive affirms that Executive has read this Agreement, and understands all of its terms, including
the full and final release of claims set forth in Section 1.1. Executive further acknowledges that (a) Executive has voluntarily
entered into this Agreement; (b) Executive has not relied upon any representation or statement, written or oral, not set forth
in this Agreement; (c) the only consideration for signing this Agreement is as set forth in the Retirement Agreement; and (d) this
document gives Executive the opportunity and encourages Executive to have this Agreement reviewed by Executive’s attorney
and/or tax advisor.


 


4.            
Revocation. This Agreement may be revoked by Executive within the seven-day period commencing on the date Executive
signs this Agreement (the “Revocation Period”). In the event of any such revocation by Executive, all obligations
of the Company under the Retirement Agreement shall terminate and be of no further force and effect as of the date of such revocation.
No such revocation by Executive shall be effective unless it is in writing and signed by Executive and received by the Company
prior to the expiration of the Revocation Period.


 


5.            
Miscellaneous.


 


5.1             
Severability. As the provisions of this Agreement are independent of and severable from each other, the Company and
Executive agree that if, in any action before any court or agency legally empowered to enforce this Agreement, any term, restriction,
covenant, or promise hereof is found to be unreasonable or otherwise unenforceable, then such decision shall not affect the validity
of the other provisions of this Agreement, and such invalid term, restriction, covenant, or promise shall also be deemed modified
to the extent necessary to make it enforceable.


 






    	Exhibit A



     

    

 


5.2             
Notice. For purposes of this Agreement, notices, demands and all other communications provided for in this Agreement
shall be in writing and shall be deemed to have been duly given when received if delivered in person, the next business day if
delivered by overnight commercial courier (e.g., Federal Express), or the third business day if mailed by United States certified
mail, return receipt requested, postage prepaid, to the following addresses:


 


If to the Company, to:


 


America’s Car Mart, Inc.


802 S.E. Plaza Avenue, Suite 200


Bentonville, Arkansas 72712


Attn: Mr. Jeffrey A. Williams, Chief Executive Officer


 


with a copy to:


 


America’s Car Mart, Inc.


802 S.E. Plaza Avenue, Suite 200


Bentonville, Arkansas 72712


Attn: Mr. W. Brett Papasan, Chief Legal Officer


 


If to Executive, to:


 


William H. Henderson


                                                        

                                                        

                                                        


 


with a copy to:


 


                                                        


                                                        


                                                        


Attention:                                        


 


Either party may change its address for notices
in accordance with this Section 5.2 by providing written notice of such change to the other party.


 


5.3             
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Arkansas.


 


5.4             
Benefits; Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their
respective heirs, personal representatives, legal representatives, successors and, in the case of a sale of all or substantially
all of the Company’s assets, or upon any merger, consolidation or reorganization of the Company, the Company’s assigns.


 






    	Exhibit A



     

    

 


5.5             
Entire Agreement. This Agreement and the Retirement Agreement constitute the entire agreement between the parties,
and all prior understandings, agreements or undertakings between the parties concerning Executive’s retirement from employment
or the other subject matters of this Agreement (other than the post-employment restrictive covenants set forth in the Employment
Agreement, which shall remain in full force and effect) are superseded in their entirety by this Agreement.


 


5.6             
Waivers and Amendments. This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof
may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance.
No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor
shall any waiver on the part of any party of any such right, power or privilege nor any single or partial exercise of any such
right, power or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.


 


5.7             
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but which
together shall be one and the same instrument.


 


5.8             
Interpretation. As both parties have had the opportunity to consult with legal counsel, no provision of this Agreement
shall be construed against or interpreted to the disadvantage of any party by reason of such party having, or being deemed to have,
drafted, devised, or imposed such provision.


 


5.9             
Incorporation of Recitals. The recitals set forth in the beginning of this Agreement are hereby incorporated into
the body of this Agreement as if fully set forth herein.


 


[Signature Page Follows]


 


 


 


 


 






    	Exhibit A



     

    

 


IN WITNESS WHEREOF, the parties hereto have
signed their names as of the day and year first above written.


 


	 	AMERICA’S CAR MART, INC.,
	 	an Arkansas corporation
	 	 	 	 
	 	By:  	/s/ Jeffrey A. Williams	 
	 	Name: 	Jeffrey A. Williams	 
	 	Title:	President	 





 


 


 


 


EXECUTIVE HEREBY ACKNOWLEDGES THAT EXECUTIVE HAS READ THIS AGREEMENT,
THAT EXECUTIVE FULLY KNOWS, UNDERSTANDS AND APPRECIATES ITS CONTENTS, AND THAT EXECUTIVE HEREBY ENTERS INTO THIS AGREEMENT VOLUNTARILY
AND OF EXECUTIVE’S OWN FREE WILL. 


 


 


	/s/ William H. Henderson	 



William H. Henderson


 


 


 


 


 


 


 


 


 





	(Signature Page to Release Agreement)