Exhibit 10.4


 


AMERICA’S CAR-MART, INC.


AMENDED AND RESTATED STOCK OPTION PLAN 


 


(Employee Option Agreement)


 


 


THIS OPTION AGREEMENT (the “Option Agreement”)
is made effective as of August 5, 2015 (the “Grant Date”) between AMERICA’S CAR-MART, INC., a Texas corporation
(the “Company”), and William H. Henderson, an employee of the Company (the “Optionee”).


 


In furtherance of the purposes of the America’s
Car-Mart Inc. Amended and Restated Stock Option Plan, as it may be hereafter amended (the “Plan”), the Company
and the Optionee hereby agree as follows:


 


1.Incorporation of the Plan. The rights
and duties of the Company and the Optionee under this Option Agreement shall in all respects be subject to and governed by the
provisions of the Plan, the terms of which are incorporated herein by reference. Any term not defined in this Option Agreement
shall have the meaning set forth in the Plan.


 


2. Grant and Term of Option. The Company
hereby grants to the Optionee pursuant to the Plan the right and option (the “Option”) to purchase all or any
part of an aggregate of Twenty Thousand (20,000) shares (the “Shares”) of the Common Stock of the Company, at
an Option Price of Forty Six and 47/100 Dollars ($46.47) per Share. The Option shall be designated as a Nonqualified Option. Except
as otherwise provided in the Plan, the Option will expire if not exercised in full before 5:00 p.m. Central Time on the date which
marks the tenth (10th) anniversary of the Grant Date.


 


3.Vesting and Exercise. The vesting of
the Option is subject to the attainment of certain performance conditions based on the Company’s consolidated net income
growth during fiscal years 2016 through 2020. 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 equal to 10% or more, the Option will “cliff”
vest in its entirety (20,000 shares) on the date which marks the fifth (5th) anniversary of the Grant Date (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 equal to 5% or more but less than 10%, the 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 Option will be forfeited. The Option may be exercised
from time to time, in accordance with the terms of this Agreement and Section 6(c) of the Plan with respect to all or any portion
of the Shares as to which it is then vested and exercisable. To the extent not exercised, the Option shall continue in effect until
it expires or otherwise terminates in accordance with the terms of this Option Agreement and the Plan.


 


4.No Employment or Other Rights. Nothing
contained in this Option Agreement or the Plan shall require the Company to continue to employ the Optionee for any particular
period of time, nor shall it require the Optionee to remain in the employ of the Company for any particular period of time. Except
as otherwise expressly provided in the Plan and in the employment agreement between the Optionee and the Company effective as of
May 1, 2015, as such agreement may be hereafter amended, all rights of the Optionee under the Plan with respect to the unexercised
portion of the Option shall terminate upon termination of the Optionee’s Continuous Service with the Company.


 


5.Restrictions on Transfer. Except as
may be otherwise provided in the Plan, the Option shall not be transferrable other than by will or the laws of intestate succession.
The Option shall be exercisable during the Optionee’s lifetime only by the Optionee.


 


6.Amendment. Except as may be otherwise
provided in the Plan and certain amendments to the Plan necessary to continue compliance with applicable law, this Option Agreement
may be modified, amended or terminated only by the written consent of the parties hereto.


 


7.Assignment. This Option Agreement shall
be binding upon and shall inure to the benefit of the parties hereto and their respective executors, administrators, next-of-kin,
successors and assigns.


 


8.Applicable Law. Except as otherwise
provided in the Plan or herein, this Option Agreement shall be construed and enforced according to the laws of the State of Arkansas.


 


IN WITNESS WHEREOF, this Option Agreement has been
signed on behalf of the Company and by the Optionee to be effective as of the day and year first written above.


 


 


AMERICA’S CAR-MART, INC.


 


___________________________________


Name: Jeffrey A. Williams


Title:   Chief Financial Officer

            Vice President, Finance


 


 


OPTIONEE


 


_____________________________________


Name: William H. Henderson