Exhibit 10.2


 





EMPLOYMENT AGREEMENT


 


This Employment Agreement (the “Agreement”)
is made effective as of May 1, 2015 between AMERICA’S CAR MART, INC., an Arkansas corporation (the “Company”)
and JEFFREY A. WILLIAMS (the “Associate”).


 


W I T N E S S
E T H:


 


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


 


WHEREAS, the
Associate is a Senior Executive Officer of the Company, and the Company desires to continue the employment of the Associate, and
the Associate desires to provide his services to the Company upon the terms and conditions hereinafter set forth;


 


WHEREAS, the
Company periodically sells its finance receivables to Colonial Auto Finance, Inc., an Arkansas corporation (“Colonial”)
and services those loans on Colonial’s behalf (collectively, the Company and Colonial are referred to herein as “Car-Mart”);
and


 


WHEREAS, America’s
Car-Mart, Inc., a Texas corporation (the “Parent Company”), owns 100% of the outstanding common stock of the Company;


 


WHEREAS, in order to conduct its business, the
Company owns and uses trade secrets as defined under applicable law, as well as confidential and propriety information; and


 


WHEREAS, the Associate, during the term of his
employment with the Company and in order to carry out his duties with the Company, has or will have contact with the Company’s
customers and employees and has or will have access to and has or will become privy to or acquainted with certain confidential
information and trade secrets, which are owned by the Company and which are regularly used in the business of the Company and which
are generally not known to its competitors;


 


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.Employment. The Company hereby
continues the employment of the Associate as a Senior Executive Officer of the Company, and the Associate accepts such employment.
During the term of employment under this Agreement (the “Employment Term”), the Associate shall perform such duties
as shall reasonably be required of a Senior Executive Officer of the Company. The Associate further agrees to perform, without
additional compensation, such other work for the Company and for any subsidiary or affiliate of the Company in which the Company
has an interest, including, without limitation, Colonial and the Parent Company, as the Board of Directors of the Company or the
Parent Company shall from time to time reasonably specify. It is expressly agreed and understood between the Company and the Associate
that the term of this Agreement is in no way dependent upon the Associate’s holding or being elected to any office of the
Company. The Associate may be deemed an employee of, and paid by the Company, Colonial, or the Parent Company, as reasonably determined
by the Company.


 


 


*Filed under an application for confidential treatment.









     


     

    

2.Performance. The Associate agrees
to devote his entire business efforts to the performance of his duties hereunder, provided, however, that the Associate may engage
in personal investment activities not involving the Company so long as they do not interfere with the performance of his duties
hereunder.


 


3.Term. Unless otherwise terminated
in accordance with Sections 8, 9, 10 or 11, the Employment Term shall be for a term ending April 30, 2020. This Agreement shall
be automatically renewed for successive additional Employment Terms of one (1) year each unless notice of termination is given
in writing by either party to the other party at least thirty (30) days prior to the expiration of the initial Employment Term
or any renewal Employment Term.


 


 4.Compensation.




 


(a)Base Salary and Benefits. The
basic annual salary of the Associate for his employment services hereunder shall be $367,290 or such higher annual salary, if any,
as shall be approved by the Board of Directors of the Parent Company from time to time (the “Base Salary”), which shall
be payable in accordance with the Company’s payroll policy. Nothing contained herein shall affect or in any way limit the
Associate’s rights as an Associate of the Company to participate in any Company 401(k) profit sharing plan or medical and
life insurance programs offered by the Company to its employees, all of which shall be available to the Associate to the same extent
as if this Agreement had not existed, and compensation received by the Associate hereunder shall be in addition to the foregoing.
In addition, nothing contained herein shall affect or in any way limit the Associate’s eligibility to participate in any
nonqualified deferred compensation plan of the Company or the Parent.


 


(b)Bonus. In addition to the Base
Salary and fringe benefits described above, the Associate shall be eligible to earn an annual cash bonus (the “Bonus”)
during the term hereof beginning May 1, 2015 and ending April 30, 2020. The Bonus shall be based upon Parent Company’s projected
fully diluted earnings per share calculated in accordance with GAAP for each fiscal year (“GAAP Earnings Per Share”).
The Bonus will depend on the Parent Company attaining a minimum of 95% of its projected GAAP Earnings Per Share, as set forth in
Appendix A to this Agreement. The Bonus, if any, shall be paid each fiscal year, within fifteen (15) days following the
Parent Company’s filing of its annual report on Form 10-K for such fiscal year (but no later than two and one-half (21⁄2)
months following the calendar year in which the Bonus was earned), based upon the Parent Company’s GAAP Earnings Per Share
for that fiscal year. Any Bonus shall be deemed to be earned by the Associate if the Associate was an employee of the Company as
of the last day of the fiscal year in question.


 






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(c)Non-Qualified Stock Options.


 


(i)Subject to Section 4(c)(iii)
herein, the Parent Company will grant to the Associate, pursuant to the Parent Company’s Amended and Restated Stock Option
Plan (the “Option Plan”), non-qualified stock options to purchase an aggregate of 30,000 shares of Parent Company Stock,
as follows:


 


(A)A non-qualified stock option
to purchase 10,000 shares of Parent Company Stock, which will vest in full (or “cliff” vest) on April 30, 2020, subject
to the Associate’s continuous service (as that term is defined in the Option Plan) as of the vesting date; and


 


(B)A non-qualified stock option
to purchase 20,000 shares of Parent Company Stock, with vesting of such option subject to the attainment of certain performance
conditions based on the Parent Company’s consolidated net income growth during fiscal years 2016 through 2020. If the Parent
Company’s cumulative consolidated net income growth, calculated on a compound basis, for the five (5) fiscal years ending
April 30, 2020 is equal to 10% or more, the stock option will “cliff” vest in its entirety (20,000 shares) on the date
which marks the fifth (5th) anniversary of the stock option grant date (the “Vesting Date”). If the Parent
Company’s cumulative consolidated net income growth, calculated on a compound basis, for the five (5) fiscal years ending
April 30, 2020 is equal to 5% or more but less than 10%, the stock option will “cliff” vest as to 10,000 shares on
the Vesting Date. If the Company’s cumulative consolidated net income growth, calculated on a compound basis, for the five
(5) fiscal years ending April 30, 2020 is less than 5%, the stock option will be forfeited.


 


(ii)For purposes of this Section
4(c), “consolidated net income” for a given fiscal year shall mean “Net income” as reported in the Company’s
consolidated statement of operations included in the Company’s Annual Report on Form 10-K for such fiscal year as filed with
the Securities and Exchange Commission, except that if on the Vesting Date the Company has not yet filed its Annual Report on Form
10-K for the fiscal year ending April 30, 2020, “consolidated net income” for fiscal year 2020 shall be the Company’s
“Net income” as reported in the Company’s public earnings press release for such fiscal year. All terms used
in this Section 4(c) shall have the definitions set forth in this Agreement, the Option Plan or the applicable Stock Option Agreement,
as the case may be.


 


(iii)The stock option grants under
this Section 4(c) shall be made on August 5, 2015, the date of the Parent Company’s annual meeting of shareholders, subject
to and contingent upon the approval by such shareholders of the Option Plan.


 






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5.Expense Account and Vacations.
Matters relating to expense accounts for the Associate, vacations and the like shall be mutually agreed upon from time to time.
However, the Company agrees to reimburse the Associate for all expenses reasonably incurred by him on behalf of the Company in
accordance with the prevailing practices and policies of the Company. In addition, the Associate shall be entitled to that number
of days of paid vacation and paid sick leave as is consistent with the prevailing practices and policies of the Company for other
employees in the same or similar position as that held by the Associate hereunder.


 


6.Non-Competition, Non-Solicitation,
Non-Disclosure, and Confidentiality Provisions


 


(a)Non-Solicitation: Customers.
During Associate’s employment and for one (1) year immediately following the cessation of Associate’s employment with
the Company for any reason, Associate 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 Associate’s employment with the Company, 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 Associate had material contact during such twelve (12) month period. “Material contact” exists
between Associate and each of the Company’s existing customers: (i) with whom Associate actually dealt for a business purpose
while employed 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 Associate or performed by Associate in whole or in part.


 


(b)Non-Solicitation:
Employees. During Associate’s employment and for one (1) year immediately following the cessation of Associate’s employment
with the Company for any reason, Associate 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 Associate had material contact pursuant to Associate’s
duties during the twelve (12) month period immediately preceding cessation of Associate’s employment with the Company. “Material
contact” means interaction between Associate and another employee of the Company: (i) with whom Associate 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 Associate. 


 






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(c)Non-Disclosure.


 


(i)TRADE SECRETS. Associate 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. Associate further acknowledges that in the course of Associate’s employment with
the Company and in order to carry out Associate’s duties thereunder, Associate has or will become privy to the Trade Secrets
of the Company. Accordingly, Associate shall not disclose, divulge, publish to others, or use for any purpose, except as necessary
to perform Associate’s duties while employed by the Company, 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.


 


(ii)CONFIDENTIAL INFORMATION.
Associate 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 Associate or of which Associate became aware
as a consequence of or through Associate’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 Associate without authorization) or that has
been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means. Associate
further acknowledges that in the course of his employment with the Company and in order to carry out his duties thereunder, Associate
has or will become privy to Confidential Information of the Company. Accordingly, Associate agrees that while employed by the Company,
and for a period of two (2) years from the conclusion of Associate’s employment with the Company for any reason, Associate
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 as an Associate for the Company, without the prior written consent
of the Company.


 






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(iii)NOTICE OF TRADE SECRETS
AND CONFIDENTIAL INFORMATION. Associate 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.


 


(iv)TREATMENT OF TRADE SECRETS AND CONFIDENTIAL
INFORMATION. Associate 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. Associate further agrees, as
an Associate, 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.


 


(d)Non-Competition. Associate
acknowledges that the Company is engaged in the Company Business as defined herein. Associate further acknowledges that the Company
Business is primarily concentrated in and focused in Alabama, Arkansas, Georgia, Kentucky, Mississippi, Missouri, Oklahoma, Tennessee
and Texas (hereinafter the “Territory”), and that Associate’s duties and responsibilities were 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. Associate 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,
Associate’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 employment and for a period of one (1) year from
the conclusion of Associate’s employment with the Company for any reason, Associate 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 performed by Associate on behalf of Company within the Territory for any business engaged
in the Company Business as defined herein.


 






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(e)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 Associate, relating to the Company
Business whether prior to the date of this Agreement or in the future, either (i) while employed by the Company and that have been
or will be paid for by the Company, or (ii) while employed by the Company (whether developed during working hours or not) and not
otherwise the subject of a written agreement between the Company and Associate. All Work Product shall be considered work made
for hire by Associate and owned by the Company. If any of the Work Product may not, by operation of law, be considered work made
for hire by Associate 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, Associate 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.
Associate agrees to perform, during and after his employment, 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.


 


(f)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 as set forth herein, (whether originals, copies or extracts, stored in any
medium), whether prepared or developed by Associate or otherwise coming into Associate’s possession, whether maintained by
Associate in the facilities of the Company, at Associate’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 Associate,
in the event of Associate’s termination for any reason, or at any other time or times the Company may request. Upon termination
of employment for any reason, Associate agrees to sign and deliver the “Termination Certification” attached hereto
as Appendix B.


 


(g)Reasonable Restrictions.
Associate agrees and acknowledge 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. Associate also agrees and acknowledges that if his employment with the Company ends
for any reason, Associate will be able to earn a livelihood without violating the restrictions contained in this Agreement and
that Associate’s ability to earn a livelihood without violating said restrictions is an important reason in Associate choosing
to sign this Agreement.


 


7.Remedies. The Associate expressly
agrees that the remedy at law for any breach of the provisions of Section 6 will be inadequate and that upon any such breach or
threatened breach, the Company shall be entitled, as a matter of right, to injunctive relief in any court of competent jurisdiction,
in equity or otherwise, to enforce the specific performance of the Associate’s obligations under these provisions without
the necessity of proving the actual damage to the Company or the inadequacy of a legal remedy.


 






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8.Termination Without Compensation.


 


(a)The Employment Term will terminate
as of the end of the term of this Agreement unless terminated earlier in accordance with this Section 8, Section 9, Section 10,
or Section 11.


 


(b)The Employment Term may also
be terminated by the Company for cause (“Cause”) with written notice to the Associate upon the occurrence of any of
the following:


 


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


 


(ii)the conviction of the Associate
of a felony;


 


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


 


(iv)the breach by the Associate
of any provision of this Agreement which is not cured within thirty (30) days subsequent to written notice from the Company to
the Associate of the breach.


 


(c)Upon termination of the Employment
Term under subsections (a) or (b) above, the parties hereto will be relieved of any further obligations hereunder except for any
obligations set forth in Section 6.


 


9.Termination Without Cause. The
Company shall have the right to terminate the Employment Term without Cause at any time. If the termination is effected by the
Company other than as described in Section 8, then, under such circumstances and subject to the Associate’s continued compliance
with the terms of this Agreement, (i) the Associate’s Base Salary then in effect hereunder will continue to be payable
in accordance with the Company’s payroll policy through the Employment Term, (ii) the Associate shall be paid within
sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through the date of termination, (iii) all
outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full
without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or
successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options,
and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company
shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited
by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock
agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any
shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m)
of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided pursuant
to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of
restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance
with this Section 9 shall be paid no later than two and one-half (21⁄2) months following the calendar year in which the termination
without Cause occurred.


 






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Notwithstanding the foregoing, the Associate
shall not be entitled to receive any of the payments or benefits described in Section 9 unless, not later than sixty (60) days
after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”),
and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the
payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments,
which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated
and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if
such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second
calendar year following the date the Release becomes effective, as described above.


 


10.Death of the Associate. If the
Associate dies during the Employment Term, the Employment Term shall terminate, and within 60 days after death, or as soon thereafter
as administratively practicable, the Company will pay to the Associate’s estate (i) the Associate’s Base Salary
then in effect through the end of the calendar month in which such death occurs, and (ii) the pro rata portion of the Bonus
earned, if any, through the date of death. In addition, all outstanding and unvested stock options previously granted to the Associate
by the Parent Company shall immediately vest in full, without regard to the achievement of any applicable performance conditions,
unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and
the Associate with respect to such stock options, and all outstanding and unvested shares of restricted stock (if any) previously
granted to the Associate by the Parent Company shall immediately vest in full, without regard to the achievement of any applicable
performance conditions, unless otherwise prohibited by the Incentive Plan (or successor plan) or the restricted stock agreements
between the Parent Company and the Associate with respect to such restricted stock awards.


 






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11.Termination Following Disability.
If the Associate becomes disabled during the Employment Term, the Company may terminate the Employment Term, in which event the
Company will pay to the Associate the Associate’s Base Salary then in effect, payable in accordance with the Company’s
payroll policy through the end of the Employment Term; provided, however, any amounts payable to the Associate under the Company’s
disability insurance policy shall be deducted from the amounts payable to the Associate hereunder. For the purposes of this Agreement,
the Associate shall be deemed to be “disabled” when, by reason of any medically determinable physical or mental impairment
that can be expected to result in death or can be expected to last for a period of not less than twelve (12) consecutive months,
he has received replacement income for a period of at least three (3) months under the Company’s disability insurance policy,
or if the Company does not have a disability insurance policy for the Associate, the Associate shall be deemed disabled if he is
unable to perform his services or discharge his duties as an Associate of the Company by reason of any medically determinable physical
or mental impairment that can be expected to result in death or can be expected to last for a period of not less than twelve (12)
consecutive months. Any disability, as defined herein, shall not constitute “Cause” for purposes of Section 8(b) hereof.
In addition, all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately
vest in full, without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option
Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock
options, and all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent
Company shall immediately vest in full, without regard to the achievement of any applicable performance conditions, unless otherwise
prohibited by the Incentive Plan (or successor plan) or the restricted stock agreements between the Parent Company and the Associate
with respect to such restricted stock awards.


 


12.Change in Control of the Parent Company


 


(a)If a Double Trigger Event (as
defined in Section 12(c) herein) occurs in connection with a Change in Control (as defined in Section 12(b) herein) of the Parent
Company, on the sixty-day anniversary of the date of the Double Trigger Event, (i) the Company shall pay to the Associate a lump
sum cash payment equal to 2.99 times the Associate’s Base Salary in effect immediately prior to the Change in Control; (ii)
all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in
full, without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan
(or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options;
and (iii) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company
shall immediately vest in full, without regard to the achievement of any applicable performance conditions, unless otherwise prohibited
by the Incentive Plan (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with
respect to such restricted stock awards (collectively, (i), (ii) and (iii) are referred to as the “Change in Control Payments”).


 






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Notwithstanding the foregoing, the
Associate shall not be entitled to receive any of the payments or benefits described in Section 12 unless, not later than sixty
(60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the
“Release”), and the period during which the Release may be revoked has expired without the Associate having revoked
the Release. None of the payments or benefits described in Section 12 shall be paid until the Release has been signed and become
effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes
effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective,
without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll
date during the second calendar year following the date the Release becomes effective, as described above.


 


(b)For purposes of this Section
12, “Change in Control” of the Parent Company shall mean:


 


(i)Change in Ownership. The acquisition
by an individual, entity or group (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”))
(a “Person”) of ownership of stock of the Parent Company that, together with stock held by such Person, constitutes
more than 50% of the total fair market value or total voting power of the stock of the Parent Company. However, if any Person is
considered to own more than 50% of the total fair market value of total voting power of the stock of the Parent Company, the acquisition
of additional stock by the same Person is not considered to cause a change in ownership of the Parent Company (or to cause a change
in the effective control of the Parent Company). An increase in the percentage of stock owned by any one Person as a result of
a transaction in which the Parent Company acquires its stock in exchange for property will be treated as an acquisition of stock
for purposes of this paragraph. This paragraph applies only when there is a transfer of stock of the Parent Company (or issuance
of stock of the Parent Company) and stock in the Parent Company remains outstanding after the transaction; or


 


(ii)Change in Effective Control.
(A) the acquisition by any Person during the 12-month period ending on the date of the most recent acquisition by such Person,
of ownership of stock of the Parent Company possessing 35% or more of the total voting power of the stock of the Parent Company;
or (B) the replacement of a majority of members of the Parent Company’s Board of Directors during any 12-month period by
directors whose appointment or election is not endorsed by a majority of the members of the Parent Company’s Board of Directors
prior to the date of the appointment or election.


 


A change in effective control also may
occur in any transaction in which either of the two corporations involved in the transaction has a “Change in Ownership”
under paragraph (i) or “Change in Ownership of a Substantial Portion of the Company’s Assets” under paragraph
(iii). If any one Person is considered to effectively control the Parent Company, the acquisition of additional control of the
Parent Company by the same Person is not considered to cause a change in the effective control of the Parent Company (or to cause
a “Change in Ownership” of the Parent Company within the meaning of paragraph (i) above); or


 






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(iii)Change in Ownership of a Substantial
Portion of Assets. The acquisition by any Person during the 12-month period ending on the date of the most recent acquisition by
such Person, of assets from the Parent Company that have a total gross fair market value equal to or more than 40% of the total
gross fair market value of all of the assets of the Parent Company immediately prior to such acquisition(s). For this purpose,
gross fair market value means the value of the assets of the Parent Company, or the value of the assets being disposed of, determined
without regard to any liabilities associated with such assets. No Change in Control shall be deemed to have occurred in the event
of a transfer to a related person or as described in Code Section 409A.


 


The definition of Change in Control
in this Subsection 12(b), and all other terms and provisions of this Agreement, shall be interpreted at all times in such a manner
as to comply with Code Section 409A, meaning that no additional income tax is imposed on the Associate pursuant to Code Section
409A(1)(a).


 


(c)For purposes of this Section
12, a “Double Trigger Event” shall be deemed to occur if, within the period beginning six (6) months prior to a Change
in Control and ending two (2) years following such Change in Control, (i) the Associate’s employment is involuntarily terminated
by the Company or the Parent Company (or the surviving or acquiring entity, as the case may be), other than for Cause, or (ii)
the Associate terminates his employment for Good Reason (as defined in Section 12(d) herein). If the termination of the Associate’s
employment, as contemplated by this Section 12(c), occurs prior to the Change in Control, then the Associate shall be treated for
purposes of this Section 12 as being employed on the date the Change in Control becomes effective and the Associate’s Base
Salary in effect immediately prior to such termination shall be deemed in effect, for purposes of this Section 12, immediately
prior to the Change in Control. For purposes of this Section 12, the date of the Double Trigger Event shall be the later of the
effective date of the Change in Control and the date of the Associate’s termination of employment as contemplated in this
Section 12(c).


 


(d)For purposes of this Section
12, “Good Reason” shall mean:


 


(i) If the Associate is a party
to an employment or service agreement with the Company, the Parent Company or an affiliate of the Company that supersedes and replaces,
in whole or in part, any provisions of this Agreement and such agreement provides for a definition of Good Reason, the definition
contained therein; or


 


(ii)If no such agreement exists,
the Associate’s resignation from the Company within thirty (30) days following the occurrence of any of the following events
with respect to the Associate:


 






    	12



     

    

(A)Without the Associate’s
express written consent, the significant reduction of the Associate’s duties, authority, responsibilities, or reporting relationships
relative to the Associate’s duties, authority, responsibilities, or reporting relationships as in effect immediately prior
to such reduction, or the assignment to the Associate of such reduced duties, authority, responsibilities, or reporting relationships,
which reduction or assigned reduction remains in effect five (5) business days after written notice by the Associate to the Chief
Executive Officer or the Chief Financial Officer of the Parent Company (or the surviving or acquiring entity, as the case may be)
of such conditions; provided, however, that the mere occurrence of a Change in Control shall not, in and of itself, constitute
a material adverse change in the Associate’s duties, authority, responsibilities or reporting relationships.


 


(B)A material reduction by the
Company or the Parent Company (or the surviving or acquiring entity, as the case may be) in the Base Salary, bonus structure or
benefits of the Associate as in effect immediately prior to such reduction, with the result that the Associate’s overall
benefits package is significantly reduced; or


 


(C)The relocation of the Associate’s
principal work location to a facility or a location more than fifty (50) miles from the Associate’s then present principal
work location, without the Associate’s express written consent.


 


(e)The Change in Control Payments
shall be in addition to any other rights and benefits for which the Associate is eligible, either by way of contract or with respect
to rights and benefits generally available to other executive officers or Associates of the Company.


 


13.Definition of Termination of Employment.
“Termination of Employment” as used in this Agreement shall have the same meaning as set out in, and shall occur on
the date determined in accordance with, Section 1.409A-1(h) of the regulations promulgated under Code Section 409A.


 


14.Specified Employee Delay. If the
Associate is a “specified employee” within the meaning of Code Section 409A, any benefits or payments (including installments
and insurance premiums and contributions) which (a) constitute a “deferral of compensation” under Code Section 409A,
(b) become payable as a result of the Associate’s termination of employment for reasons other than death, and (c) become
due under this Agreement during the first six (6) months (or such longer period as required by Code Section 409A) after termination
of employment shall be delayed and all such delayed payments (or delayed installments, premiums or contributions) shall be paid
to the Associate in full in the seventh (7th) month after the date of termination and all subsequent payments (or installments)
shall be paid in accordance with their original payment schedule. To the extent that any insurance premiums or other benefit contributions
constituting a “deferral of compensation” become subject to the above delay, the Associate shall be responsible for
paying such amounts directly to the insurer or other third party and shall receive reimbursement from Company for such amounts
in the seventh (7th) month as described above. This paragraph shall not apply to payments made as a result of a termination
of employment that is the result of the Associate’s death.


 






    	13



     

    

15.Notices. All notices, demands
and requests which may be given or which are required to be given by either party to the other, and any exercise of a right of
termination provided by this Agreement, shall be in writing and shall be deemed effective when either: (a) personally delivered
to the intended recipient; (b) sent by certified or registered mail, return receipt requested, addressed to the intended recipient
at the address specified below; (c) delivered in person to the address set forth below for the party to which the notice was
given; (d) deposited into the custody of a nationally recognized overnight delivery service such as FedEx Corporation or United
Parcel Service, Inc., addressed to such party at the address specified below; or (e) sent by facsimile, telegram or telex,
provided that receipt for such facsimile, telegram or telex is verified by the sender and followed by a notice sent in accordance
with one of the other provisions set forth above. Notices shall be effective on the date of delivery, or receipt of, if delivery
is not accepted, on the earlier of the date that delivery is refused or three (3) days after the date the notice is mailed. For
purposes of this paragraph, the addresses of the parties for all notices are as follows (unless changes by similar notice in writing
are given by the particular person whose address is to be changed):


 


If to the Associate, to Jeffrey A.
Williams, ____________________________ ________________________________________________;


 


If to the Company, to America’s
Car-Mart, Inc., 802 S. E. Plaza Avenue, Suite 200, Bentonville, Arkansas 72712, Fax #479-273-7556.


 


With a copy to W. Brett Papasan, Chief
Legal Officer, 802 S. E. Plaza Avenue, Suite 200, Bentonville, Arkansas 72712, Fax #479-271-0796;


 


And a copy to William H. Henderson,
Chief Executive Officer, 802 S. E. Plaza Avenue, Suite 200, Bentonville, Arkansas 72712, Fax #479-464-4234.


 


Any party hereto may designate a different address
by written notice given to the other parties.


 


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


 






    	14



     

    

17.Compliance with Section 409A.
The payments due under this Agreement are intended to comply with Section 409A of the Code (“Code Section 409A”)
or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision
of this Agreement, payments of “nonqualified deferred compensation” provided under this Agreement may only be made
upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement
that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term
deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies, each
installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred
compensation” to be made under this Agreement by reason of a termination of employment shall only be made if such termination
of employment constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoing, the Company
makes no representations that the payments and benefits provided under this Agreement comply with Code 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 Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, each reimbursement
or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses
eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement,
or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to
the Associate on or before the last day of the calendar year following the calendar year in which the expense was incurred; and
(iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for
another benefit.


 


18.Section 280G.


 


(a)In the event that the total amount of
payments to be received by the Associate, pursuant to this Agreement or otherwise, that are contingent upon a change in ownership
or control (within the meaning of Section 280G of the Code) would, but for this Section 18(a), be subject to the excise tax imposed
by Section 4999 of the Code (the “Excise Tax”), then the amount of payments to be received by the Associate
pursuant to this Agreement or otherwise shall be reduced to the maximum amount that will cause the total amounts of the payments
not to be subject to the Excise Tax, but only if the amount of such payments, after such reduction and after payment of all applicable
taxes on the reduced amount, is equal to or greater than the amount of such payments the Associate would otherwise be entitled
to retain without such reduction after the payment of all applicable taxes, including the Excise Tax.


 






    	15



     

    

(b)The accounting firm engaged by the Company
for general audit purposes (the “Audit Firm”) shall perform any calculations necessary in connection with this Section
18; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall
engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the
Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). 
The Company shall bear all expenses with respect to the determinations by such Accounting Firm required to be made hereunder. The
Accounting Firm engaged to make the determinations under this Section 18 shall provide its calculations, together with detailed
supporting documentation, to the Associate and the Company within fifteen (15) calendar days after the date on which the Associate’s
right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such
other time as requested by the Associate or the Company.  If the Accounting Firm determines that no Excise Tax is payable
with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate
that no Excise Tax will be imposed with respect to such payments.  Any good faith determinations of the Accounting Firm made
hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting
“parachute payments” is required by Section 18(a), the reduction shall occur in the following order unless the Associate
elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if
made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate
Code Section 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made
with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards;
reduction of employee benefits.  In the event that accelerated vesting of stock awards is to be reduced, such accelerated
vesting shall be cancelled in the reverse order of the grant date of the Associate’s stock awards unless the Associate elects
in writing a different order for cancellation.


 


19. Assignability. The Associate may
not assign his interest in or delegate his duties under this Agreement. The rights and obligations of the Company hereunder may
be assigned only 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.


 


20.Binding Effect. This Agreement
shall be binding upon and inure to the benefit of the Company, its successors and assigns.


 


21.Entire Agreement; Modification.
This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and may not be
modified or amended in any way except in writing by the parties hereto. This Agreement supersedes and replaces any and all prior
employment agreements between the Company and the Associate, all of which are hereby terminated and declared null and void; provided,
however, this Agreement shall not affect, in any manner, previously awarded restricted stock or stock options, which awards shall
remain in full force and effect in accordance with the terms of such previous awards.


 


22.Duration. Notwithstanding the
termination of the Employment Term and of the Associate’s employment by the Company, this Agreement shall continue to bind
the parties for so long as any obligations remain under this Agreement, and, in particular, the Associate shall continue to be
bound by the terms of Section 6.


 


23.Waiver. No waiver by the Company
of any breach by the Associate of this Agreement shall be construed to be a waiver as to succeeding breaches.


 






    	16



     

    

24.Enforceability. The covenants
and provisions contained herein are severable and are to be interpreted as such to the extent permitted by applicable law. The
parties understand, acknowledge and agree that should any provision of this Agreement be declared or determined by any court of
competent jurisdiction to be unenforceable or invalid for any reason, the validity of the remaining parts, terms or provisions
of this Agreement shall not be affected thereby, and that the Agreement will be amended to delete or modify, as necessary, any
invalid or unenforceable parts, terms or provisions to the extent necessary to allow for enforcement.


 


25.Counterparts. This Agreement may
be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same
agreement.


 


 


[SIGNATURE PAGE FOLLOWS.]


 


 


 


 


 


 






    	17



     

    

 


IN WITNESS WHEREOF, the parties have executed
this Agreement on June 22, 2015, but this Agreement shall be effective as of the day and year first above written.


 


 


	 	 	COMPANY:
	 	 	 
	 	 	AMERICA’S CAR-MART, INC., an
	 	 	Arkansas corporation
	 	 	 
	 	 	By: 	 
	 	 	 	 
	 	 	Name: 	 
	 	 	 	 
	 	 	Title: 	 
	 	 	 
	 	 	 
	 	 	ASSOCIATE:
	 	 	 
	 	 	 
	 	 	Jeffrey A. Williams











 


 


 


 


 





 


(Signature Page to Employment Agreement of Jeffrey
A. Williams)


 






    	18



     

    

 


APPENDIX A


 


Applicable to the Bonus pursuant to Section
4(b) 


of Employment Agreement


 


 


	 	Fiscal Year
	 	2016	2017	2018	2019	2020
	Projected GAAP Earnings Per Share	2015 Actual GAAP Earnings Per Share multiplied by 1.10	2016 Projected GAAP Earnings Per Share multiplied by [X.XX]*	2017 Projected GAAP Earnings Per Share multiplied by [X.XX]*	2018 Projected GAAP Earnings Per Share multiplied by [X.XX]*	2019 Projected GAAP Earnings Per Share multiplied by [X.XX]*
	Bonus Potential:	$40,000	$50,000	$60,000	$70,000	$80,000


 


If Parent Company’s actual GAAP Earnings Per Share equals 95-99%
of Parent Company’s projected GAAP Earnings Per Share (rounded to the nearest whole percentage point), the Bonus for such
fiscal year shall be the Bonus Potential for such fiscal year multiplied by 0.67.


 


If Parent Company’s actual GAAP Earnings Per Share equals 100-104%
of Parent Company’s projected GAAP Earnings Per Share (rounded to the nearest whole percentage point), the Bonus for such
fiscal year shall be the Bonus Potential for such fiscal year multiplied by 1.00.


 


If Parent Company’s actual GAAP Earnings Per Share equals 105%
or more of Parent Company’s projected GAAP Earnings Per Share (rounded to the nearest whole percentage point), the Bonus
for such fiscal year shall be the Bonus Potential for such fiscal year multiplied by 1.33.


 


 


 


 


 


 


 


 


 





*Filed under an application
for confidential treatment.








    	A-1



     

    




 





APPENDIX B


 


 


TERMINATION CERTIFICATION


 


The undersigned Associate certifies that he/she
does not possess and has not failed to return any property belonging to AMERICA’S CAR MART, INC., its parent, subsidiaries,
affiliates, successors or assigns (together, the “Company”) or its customers, 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
as set forth herein (whether originals, copies or extracts, stored in any medium), whether prepared or developed by Associate or
otherwise coming into Associate’s possession, whether maintained by Associate in the facilities of the Company, at Associate’s
home, or at any other location.


 


Associate further certifies that he/she will
comply with all the terms of his/her Non-Competition, Non-Solicitation, Non-Disclosure, and Confidentiality Agreement.


 


 





	Date: 	 	 	 
	 	 	 	Associate





 




 


 


 


 


 


 


B-1