ex10-7.htm


    
      

    

    Exhibit
      10.7

     

    
      2007
        STOCK OPTION PLAN

      OF
        AMERICA’S CAR-MART, INC.

       

       

      (Employee
        Option Agreement)

       

      


      THIS
        OPTION AGREEMENT (the “Agreement”), made the 16th day of
        October
        2007, between AMERICA’S CAR-MART, INC., a Arkansas corporation (the “Company”),
        and ______________________, an employee of the Company (the
“Optionee”);

       

      RECITALS:

       

      In
        furtherance of the purposes of the 2007 Stock Option Plan of AMERICA’S CAR-MART,
        INC., 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 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 Agreement shall have the
        meaning set forth in the Plan or the Employment Agreement by and between
        the
        Company and the Optionee dated May 1, 2007 (the “Employment
        Agreement”).

       

      2.           Grant
        and Term of Option.  The Company hereby grants to the Optionee
        pursuant to the Plan, as a matter of separate inducement and agreement in
        connection with his employment or service to the Company, and not in lieu
        of any
        salary or other compensation for his services, the right and option (the
        “Option”) to purchase all or any part of an aggregate of _____________ (_______)
        shares (the “Shares”) of the Common Stock of the Company, at an Exercise Price
        of ________________ ($__________) per Share.  The Option shall be
        designated as a Non-qualified 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
        this date of grant.

       

      3.           Vesting
        and Exercise.  This Option is subject to performance vesting based
        on the Company’s actual Economic Profit per Share compared to the Economic
        Profit per Share as projected in Appendix A to the Employment Agreement (also
        attached hereto), subject to adjustment by the Board of Directors for fiscal
        2009 and 2010.  On the date that the Company files its Annual Report
        on Form 10-K for the fiscal year that ends on April 30, 2010 (the “Vesting
        Date”), this Option is eligible to be vested for an aggregate of _______ shares
        based on the Company’s Economic Profit per Share for the fiscal years 2008, 2009
        and 2010.  On the Vesting Date, the number of shares vested will be
        determined by comparing the Company’s Economic Profit per Share for the fiscal
        years from 2008 to 2010 to the Economic Profit per Share projected in Appendix
        A
        to the Employment Agreement for the same fiscal years.  If the
        Company’s aggregate Economic Profit per Share for the fiscal years from 2008
        through 2010 does not average at least eighty-five percent (85%) of the Economic
        Profit per Share projected in Appendix A to the Employment Agreement for
        such
        years combined, none of the shares subject to this Option will
        vest.  If the aggregate Economic Profit per Share for the fiscal years
        from 2008 to 2010 is at least eighty-five percent (85%) of the Economic Profit
        per Share projected in Appendix A to the Employment Agreement for such years
        combined, this Option will vest on a graduated basis (as shown on Exhibit
        A)
        based on the Company’s actual Economic Profit per Share for such years compared
        to the Economic Profit per Share projected in Appendix A to the Employment
        Agreement for such years combined.  In addition to the forgoing, the
        Option will vest with respect to _____ shares on the Vesting Date if the
        Company’s actual Economic Profit per Share for the fiscal years from 2008 to
        2010 is at least 115% of the combined Economic Profit per Share projected
        in
        Appendix A to the Employment Agreement for such years.  This Option
        may be exercised from time to time, in accordance with the terms of this
        Agreement, with respect to all or any portion of the shares as to which it
        is
        then vested and exercisable, and to the extent not exercised, the Option
        shall
        continue in effect until it expires or otherwise terminates in accordance
        with
        the terms of this Agreement and the Plan.

       

      
        
          
          

        

        
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      4.           Special
        Provisions Applicable to Vesting and Right to Exercise
        Options.  Except as otherwise provided in the Employment
        Agreement, the termination of employment between the Company and the Optionee
        prior to the Vesting Date shall result in the complete forfeiture of this
        Option.  In the event of a Change in Control of the Parent Company, if
        the Optionee is employed with the Company, this Option shall vest in accordance
        with the terms of the Employment Agreement.

       

      5.           No
        Employment or Other Rights.  Nothing contained in this 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, all rights of the Optionee under
        the
        Plan with respect to the unexercised portion of his Option shall terminate
        upon
        termination of the employment of the Optionee with the Company.

       

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

       

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

       

      8.           Assignment
        and Transfers.  This 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.

       

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

       

      IN
        WITNESS WHEREOF, this Agreement has been executed in behalf of the Company
        and
        by the Optionee on the day and year first above written.

      


      


                                              AMERICA’S
        CAR-MART,
        INC.

      


      


                                              By:
        _________________________________________________________

                                              Name: _______________________________________________________

                                              Title:
        ________________________________________________________

       

                                              OPTIONEE

      


                                              Name:
        _______________________________________________________

       

       

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