AMERICAS CARMART INC

EX-10.1 · exh_101.htm

EX-10.1
 2
 exh_101.htm
 EXHIBIT 10.1

 Exhibit 10.1

 [AMERICA’S CAR-MART LETTERHEAD]

 [DATE]

 [NAME]

 Via E-mail

 RETENTION AWARD AGREEMENT

 Dear [NAME]:

 This letter agreement (this “ Agreement ”)
between America’s Car-Mart, Inc., a Texas corporation (the “ Parent ”), AMERICA’S CAR MART, INC., an Arkansas
corporation (the “ Company ”, and the Parent and the Company and their subsidiaries and affiliates together referred
to as the “ Company Group ”) and [NAME] (“ you ” and together with the Parent and the Company, the
“ Parties ”) sets forth the terms of your retention award. As you know, we consider your continued service and dedication
to the Company, and your leadership as the Company’s [TITLE], important to the success of our business and the Company’s
long-term future. To incentivize you to remain employed with the Company, we are pleased to offer you a retention award, as described
in this Agreement.

 1. Retention Award .

 a. On or as soon as practicable following
 the date hereof, the Company will pay to you a cash retention award in the aggregate amount
 of $[AMOUNT] (the “ Retention Award ”), less applicable taxes and other
 withholdings.

 b. Except in the case of a Qualifying Termination
 (defined below), if you have incurred a Termination Date prior to the earlier to occur of
 a Change in Control (as defined below) and the one-year anniversary of the date of this Agreement
 (the earlier of such two events referred to as the “ Retention Date ”),
 then you agree to promptly repay to the Company upon your Termination Date (and in no event
 later than thirty (30) days following such termination) the amount of the Retention Award
 set forth in Section 1(a) (on a post-tax basis). You will not have an obligation to repay
 the Retention Award if your Termination Date occurs for any reason following the Retention
 Date.

 c. For purposes of this Agreement:

 i. “ Cause ” has the meaning
 set forth in your employment agreement with the Company or, if no such agreement exists,
 then “Cause” shall mean:

 1. your repeated failure to perform your
 duties or to comply with any valid and legal directive of your supervisor;

 2. your engaging in dishonesty, illegal
 conduct, or other bad faith conduct, which is, in each case, materially injurious to the
 Company Group, monetarily or otherwise;

 3. your indictment for a crime of moral
 turpitude or a felony involving fraud, breach of trust, embezzlement, or misappropriation;

 4. a material breach by you of your duties
 and obligations under any agreement between you and any entity in the Company Group or violation
 in any material respect of the written policies or codes of conduct of any entity in the
 Company Group that are generally applicable to employees of any entity in the Company Group,
 including, but not limited to, policies related to discrimination or harassment, performance
 of illegal or unethical activities, or ethical misconduct;

 5. your breach of your fiduciary duty to
 any entity in the Company Group; or

 6. your engagement in misconduct that brings
 or is reasonably likely to bring any entity in the Company Group into public disgrace, embarrassment,
 or disrepute, which is materially injurious to the Company Group, monetarily or otherwise.

 ii. “ Change in Control ” shall
 mean a Change in Control as defined in the America’s Car-Mart, Inc. 2024 Equity Incentive
 Plan.

 iii. “ Disability ” has the
 meaning set forth in your employment agreement with the Company or, if no such agreement
 exists, then “Disability” shall mean your receipt of benefits pursuant to an
 applicable long-term disability insurance policy of the Company, or, if no such policy exists,
 that you are unable to engage in any substantial gainful activity by reason of any medically
 determinable physical or mental impairment that (1) can be expected to result in death or
 to last for a continuous period of not less than 12 months or (2) results in you receiving
 income replacement benefits for a period of not less than three months under an accident
 and health plan provided by the Company.

 iv. “ Good Reason ” has the
 meaning set forth in your employment agreement with the Company or, if no such agreement
 exists, then “Good Reason” shall mean any of the following to which you have
 not consented: (A) a reduction in base salary; (B) relocation of Executive’s principal
 place of employment by more than fifty (50) miles; or (C) a material breach by the Company
 of any agreement between the Company or any other member of the Company Group and you, which,
 if curable, remains uncured or continues after thirty (30) days’ notice thereof by
 you specifying in reasonable detail the event or circumstances claimed to constitute Good
 Reason (the “Good Reason Notice”). Your termination shall be considered to be
 on account of Good Reason only if you shall have given the Company the Good Reason Notice
 and, if curable, the event or circumstances have not been cured within thirty (30) days of
 the Company’s receipt of the Good Reason Notice.

 v. “ Qualifying Termination ”
 shall mean a Termination Date that occurs as a result of: (i) a termination of your employment
 by the Company (or other entity in the Company Group) without Cause, (ii) your resignation
 with Good Reason or (iii) a termination of your employment due to your death or Disability;
 provided, however , that a termination of your employment by the Company without Cause
 or your resignation with Good Reason shall not constitute a Qualifying Termination unless
 you sign and do not revoke a release of claims against all of the entities in the Company
 Group (and their respective directors, officers, employees, and agents). The release must
 be executed, and any revocation period must have expired, within sixty (60) days after the
 Termination Date or such termination shall not constitute a Qualifying Termination.

 vi. “ Termination Date ” shall
 mean the date that you are no longer employed by any entity in the Company Group, voluntarily
 or involuntarily for any reason (including death or Disability) and such termination constitutes
 a “separation from service” and “termination of employment” within
 the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”)
 without application of any alternative levels of reductions of bona fide services permitted
 thereunder.

 2. Miscellaneous

 a. The Retention Award is separate from
 and in addition to, and will not be reduced by, any other amounts due to you from the Company.

 b. The Retention Award set forth in this
 Agreement is not intended to be subject to the Employee Retirement Income Security Act of
 1974, as amended. The Retention Award will be paid from the general assets of the Company.
 The Company shall have the right to deduct from all amounts payable to you (whether under
 this Agreement or otherwise) any amount of taxes required by law to be withheld in respect
 of compensation payable under this Agreement as may be necessary in the opinion of the Company
 to satisfy tax withholding required under the laws of any country, state, province, city
 or other jurisdiction, including, but not limited to, income taxes, capital gains taxes,
 transfer taxes and social security contributions that are required by law to be withheld.

 c. You agree, to the maximum extent permitted
 by applicable law, to keep the terms of this Agreement in the strictest of confidence at
 all times, both during and after your employment with the Company, and not to disclose such
 terms to any other person or entity, except as may be required by law or as disclosure may
 be necessary in the course of a complaint, appeal, or proceeding seeking enforcement of this
 Agreement. Notwithstanding the immediately preceding sentence, you may disclose the terms
 and conditions of this Agreement to your immediate family and your legal, financial, and
 tax advisors after securing their similar commitment of strict confidentiality. To the extent
 that this Section 2(d) is determined by the Board to have been breached, the Company shall
 have the right to seek all remedies, including, without limitation, the clawback of the Retention
 Award.

 d. The Retention Award set forth in this
 Agreement is intended to be exempt from Section 409A of the Code (“ Section 409A ”),
 and the Retention Award shall be construed and administered in accordance with such intention.
 To the extent any payments under this Agreement are subject to Section 409A, the Agreement
 shall be interpreted and administered to the maximum extent possible to comply with Section
 409A. Notwithstanding the foregoing, the Company makes no representation to you that the
 payments set forth in this Agreement will be exempt from or comply with Section 409A and
 shall have no liability or obligation to you for any failure of the Agreement or any payments
 hereunder to comply with Section 409A.

 e. Nothing in this Agreement shall be construed
 as conferring upon you a right to continued employment with the Company nor shall it restrict
 the Company’s right to terminate your employment, which is and shall at all times remain
 “at will.” This Agreement shall neither entitle you to additional awards or bonus
 amounts nor prohibit you from eligibility for any additional awards or bonus amounts under
 any other program implemented by the Company.

 f. This Agreement will be construed in accordance
 with the laws of the State of Arkansas, without regard to the conflict of law provisions
 of any jurisdiction.

 g. This Agreement may be executed in any
 number of counterparts, each of which so executed will be deemed to be an original, and such
 counterparts will together constitute but one agreement. Each Party hereto may execute this
 Agreement in Adobe Portable Document Format (or similar format) (“ PDF ”)
 sent by electronic mail or via DocuSign. In addition, PDF signatures of authorized signatories
 of any Party hereto will be deemed to be original signatures and will be valid and binding,
 and delivery of a PDF signature by any party will constitute due execution and delivery of
 this Agreement.

 [ Signature Page Follows ]

 IN WITNESS WHEREOF , the Parties have executed this Agreement to be effective as of [DATE].

 PARENT

 America’s Car-Mart, Inc.,

 a Texas corporation

 By:

 Name:

 Title:

 COMPANY

 AMERICA’S CAR MART, INC.,

 an Arkansas corporation

 By:

 Name:

 Title:

 EXECUTIVE

 [NAME]

 ( Signature Page to Retention Agreement )

 4

EX-10.2 · exh_102.htm

EX-10.2
 3
 exh_102.htm
 EXHIBIT 10.2

 Exhibit 10.2

 AMERICA'S CAR-MART, INC.

2024 EQUITY INCENTIVE PLAN

 (Employee Option Agreement)

 THIS OPTION AGREEMENT (the “ Option Agreement ”)
is made effective as of June 3, 2026 (the “ Grant Date ”) between AMERICA'S CAR-MART, INC., a Texas corporation (the
“ Company ”), and 1.1, an employee of the Company (the “ Optionee ”).

 In furtherance of the purposes of the America's Car-Mart,
Inc. 2024 Equity Incentive 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 [•] shares (the “ Shares ”) of the Common Stock of the Company at an Option Price of [•] Dollars and [•]
Cents ($[•]) per Share. The Option shall be designated as a Nonqualified Option. Except as otherwise provided in this Option Agreement
or 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 (10 th )
anniversary of the Grant Date.

 3. Vesting and Exercise . Except as otherwise
provided herein, the Option shall vest in four (4) equal annual installments on the first four anniversaries of the Grant Date, subject
to the Optionee's continuous employment or service with the Company or its subsidiaries as of the vesting date and satisfaction of any
other conditions set forth in this Option Agreement or the Plan, as more particularly set forth in the following vesting schedule (the
“ Vesting Schedule ”):

 Vesting Date
 Number of Shares Subject to

Vested Portion of Option

 The Option may be exercised from time to time, in accordance
with the terms of this Option Agreement and Sections 6(c)(iii) and 6(d) 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 this Option Agreement or the Plan, all rights of the Optionee under the Plan with respect to the unexercised portion of the
Option (whether vested or unvested) 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. Termination of Relationship as a Service Provider .

 (a) If Optionee ceases to be a Service Provider, other
than upon Optionee’s termination for Cause (as defined below), a Double Trigger Event or as the result of Optionee’s death
or Disability, Optionee may exercise Optionee’s Option to the extent that the Option is vested on the date of termination, if at
all, prior to the first to occur of the following (as applicable, the “ Termination Date ”): (A) the date that is three
(3) months following Optionee’s termination; (B) the expiration of the term of the Option as set forth herein; or (C) the tenth
(10 th ) anniversary of the Grant Date. If Optionee dies following the date of Optionee’s termination and prior to the
earlier of the dates specified in subclauses (A), (B) and (C) of this paragraph, then the Option shall be exercisable until the earlier
to occur of the following: (X) the first anniversary following Optionee’s termination; (Y) the expiration of the term of the Option
as set forth herein; or (Z) the tenth (10 th ) anniversary of the Grant Date. The Option will terminate on the Termination Date
to the extent not exercised.

 (b) If Optionee ceases to be a Service Provider as
a result of Optionee’s Disability, Optionee may exercise Optionee’s Option to the extent the Option is vested on the date
of termination, if at all, prior to the date that is twelve (12) months following Optionee’s termination, at which time the Option
will terminate to the extent it is not exercised.

 (c) If Optionee dies while a Service Provider, the
Option may be exercised following Optionee’s death to the extent that the Option is vested on the date of death by Optionee’s
designated beneficiary, provided such beneficiary has been designated prior to Optionee’s death in a form acceptable to the Administrator.
If no such beneficiary has been designated by Optionee, then such Option may be exercised by the personal representative of Optionee’s
estate or by the person(s) to whom the Option is transferred pursuant to Optionee’s last will and testament or in accordance with
the laws of descent and distribution. The Option (to the extent vested on the date of death) will remain exercisable for twelve (12) months
following Optionee’s death, at which time the Option will terminate to the extent it is not exercised.

 (d) Notwithstanding the foregoing, in the event of
Optionee’s termination for Cause, Optionee will forfeit any unvested portion of the Option, effective as of the Termination Date,
for no consideration and without any further action required on the part of Optionee or the Company. For purposes of this agreement, “Cause”
has the meaning set forth in Optionee’s employment agreement with the Company or, if no such agreement exists, then “Cause”
shall mean:

 i. Optionee’s repeated failure to perform Optionee’s duties or to comply with any valid and legal
directive of Optionee’s supervisor;

 ii. Optionee’s engagement in dishonesty, illegal conduct, or other bad faith conduct, which is, in each
case, materially injurious to the Company or its affiliates, monetarily or otherwise;

 iii. Optionee’s indictment for a crime of moral turpitude or a felony involving fraud, breach of trust,
embezzlement, or misappropriation;

 iv. A material breach by Optionee of Optionee’s duties and obligations under any agreement between Optionee
and the Company or its affiliates or violation in any material respect of the written policies or codes of conduct of the Company or its
affiliates that are generally applicable to employees of the Company or its affiliates, including, but not limited to, policies related
to discrimination or harassment, performance of illegal or unethical activities, or ethical misconduct;

 v. Optionee’s breach of Optionee’s fiduciary duty to the Company or its affiliates; or

 vi. Optionee’s engagement in misconduct that brings or is reasonably likely to bring the Company or
its affiliates into public disgrace, embarrassment, or disrepute, which is materially injurious to the Company or its affiliates, monetarily
or otherwise.

 (e) In the event of the Optionee’s termination
as a result of a Double Trigger Event, the Option shall become fully vested on such termination, and the Optionee may exercise the Option
prior to the earlier to occur of the expiration of the term of the Option as set forth herein and the tenth (10 th ) anniversary
of the Grant Date.

 7. Amendment . Subject to any limitations of applicable law, the Administrator
has the right to amend, alter, suspend, discontinue or cancel this Option Agreement or the Plan, prospectively or retroactively; provided,
that, no such amendment shall adversely affect the Optionee's material rights under this Option Agreement without the Optionee's consent.

 8. Assignment . The Company may assign any of
its rights under this Option Agreement. This Option Agreement will be binding upon and inure to the benefit of the successors and assigns
of the Company. Subject to the restrictions on transfer set forth herein, this Option Agreement will be binding upon the Optionee and
the Optionee's beneficiaries, executors, administrators and the person(s) to whom the Option may be transferred by will or the laws of
intestate succession.

 9. 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 Texas.

 [This Page Intentionally Short; Signatures on Following Page]

 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:

 Title: Chief Financial Officer

 OPTIONEE

 Name:

EX-10.3 · exh_103.htm

EX-10.3
 4
 exh_103.htm
 EXHIBIT 10.3

 Exhibit 10.3

 AMERICA'S CAR-MART, INC.

2024 EQUITY INCENTIVE PLAN

 (Employee Option Agreement)

 THIS OPTION AGREEMENT (the “ Option Agreement ”)
is made effective as of June 3, 2026 (the “ Grant Date ”) between AMERICA'S CAR-MART, INC., a Texas corporation (the
“ Company ”), and 1.1, an employee of the Company (the “ Optionee ”), contingent upon adoption by the
Company’s board of directors and approval by the Company’s stockholders at the Company’s annual stockholders meeting
to be held in 2026 (the “ 2026 Annual Meeting ”) of an amendment to the Plan (as defined below) to increase the number
of shares of Common Stock authorized for issuance under the Plan by an amount sufficient to cover the issuance of the Shares (as defined
below) (the “Plan Amendment”).

 In furtherance of the purposes of the America's Car-Mart,
Inc. 2024 Equity Incentive 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 [•] shares (the “ Shares ”) of the Common Stock of the Company at an Option Price of [•] Dollars and [•]
Cents ($[•]) per Share. The Option shall be designated as a Nonqualified Option. Except as otherwise provided in this Option Agreement
or 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 (10 th )
anniversary of the Grant Date.

 3. Vesting and Exercise . Except as otherwise
provided herein, the Option shall vest in four (4) equal annual installments on the first four anniversaries of the Grant Date, subject
to the Optionee's continuous employment or service with the Company or its subsidiaries as of the vesting date and satisfaction of any
other conditions set forth in this Option Agreement or the Plan, as more particularly set forth in the following vesting schedule (the
“ Vesting Schedule ”):

 Vesting Date

 Number of Shares Subject to

 Vested Portion of Option

 The Option may be exercised from time to time, in accordance with the terms
of this Option Agreement and Sections 6(c)(iii) and 6(d) 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. Stockholder Approval . If the Company’s
stockholders do not approve the Plan Amendment at the Company’s 2026 Annual Meeting, the Option and this Option Agreement shall
be void ab initio without any further action required on the part of the Company or the Optionee.

 5.
 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 this Option Agreement or the
Plan, all rights of the Optionee under the Plan with respect to the unexercised portion of the Option (whether vested or unvested) shall
terminate upon termination of the Optionee's Continuous Service with the Company.

 6. 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.

 7. Termination of Relationship as a Service Provider .

 (a) If Optionee ceases to be a Service Provider, other
than upon Optionee’s termination for Cause (as defined below), a Double Trigger Event or as the result of Optionee’s death
or Disability, Optionee may exercise Optionee’s Option to the extent that the Option is vested on the date of termination, if at
all, prior to the first to occur of the following (as applicable, the “ Termination Date ”): (A) the date that is three
(3) months following Optionee’s termination; (B) the expiration of the term of the Option as set forth herein; or (C) the tenth
(10 th ) anniversary of the Grant Date. If Optionee dies following the date of Optionee’s termination and prior to the
earlier of the dates specified in subclauses (A), (B) and (C) of this paragraph, then the Option shall be exercisable until the earlier
to occur of the following: (X) the first anniversary following Optionee’s termination; (Y) the expiration of the term of the Option
as set forth herein; or (Z) the tenth (10 th ) anniversary of the Grant Date. The Option will terminate on the Termination Date
to the extent not exercised.

 (b) If Optionee ceases to be a Service Provider as
a result of Optionee’s Disability, Optionee may exercise Optionee’s Option to the extent the Option is vested on the date
of termination, if at all, prior to the date that is twelve (12) months following Optionee’s termination, at which time the Option
will terminate to the extent it is not exercised.

 (c) If Optionee
 dies while a Service Provider, the Option may be exercised following Optionee’s death
to the extent that the Option is vested on the date of death by Optionee’s designated
beneficiary, provided such beneficiary has been designated prior to Optionee’s death in a form acceptable to the Administrator.
If no such beneficiary has been designated by Optionee, then such Option may be exercised by the personal representative of Optionee’s
estate or by the person(s) to whom the Option is transferred pursuant to Optionee’s last will and testament or in accordance with
the laws of descent and distribution. The Option (to the extent vested on the date of death) will remain exercisable for twelve (12) months
following Optionee’s death, at which time the Option will terminate to the extent it is not exercised.

 (d) Notwithstanding the foregoing, in the event of
Optionee’s termination for Cause, Optionee will forfeit any unvested portion of the Option, effective as of the Termination Date,
for no consideration and without any further action required on the part of Optionee or the Company. For purposes of this Option Agreement,
“Cause” has the meaning set forth in Optionee’s employment agreement with the Company or, if no such agreement exists,
then “Cause” shall mean:

 i. Optionee’s repeated failure to perform Optionee’s duties or to comply with any valid and legal
directive of Optionee’s supervisor;

 ii. Optionee’s engaging in dishonesty, illegal conduct, or other bad faith conduct, which is, in each
case, materially injurious to the Company or its affiliates, monetarily or otherwise;

 iii. Optionee’s indictment for a crime of moral turpitude or a felony involving fraud, breach of trust,
embezzlement, or misappropriation;

 iv. a material breach by Optionee of Optionee’s duties and obligations under any agreement between Optionee
and the Company or its affiliates or violation in any material respect of the written policies or codes of conduct of the Company or its
affiliates that are generally applicable to employees of the Company or its affiliates, including, but not limited to, policies related
to discrimination or harassment, performance of illegal or unethical activities, or ethical misconduct;

 v. Optionee’s breach of Optionee’s fiduciary duty to the Company or its affiliates; or

 vi. Optionee’s engagement in misconduct that brings or is reasonably likely to bring the Company or
its affiliates into public disgrace, embarrassment, or disrepute, which is materially injurious to the Company or its affiliates, monetarily
or otherwise.

 (e) In the event of the Optionee’s termination
as a result of a Double Trigger Event, the Option shall become fully vested on such termination, and the Optionee may exercise the Option
prior to the earlier to occur of the expiration of the term of the Option as set forth herein and the tenth (10 th ) anniversary
of the Grant Date.

 8. Amendment . Subject to any limitations of
applicable law, the Administrator has the right to amend, alter, suspend, discontinue or cancel this Option Agreement or the Plan, prospectively
or retroactively; provided, that, no such amendment shall adversely affect the Optionee's material rights under this Option Agreement
without the Optionee's consent.

 9. Assignment . The Company may assign any of
its rights under this Option Agreement. This Option Agreement will be binding upon and inure to the benefit of the successors and assigns
of the Company. Subject to the restrictions on transfer set forth herein, this Option Agreement will be binding upon the Optionee and
the Optionee's beneficiaries, executors, administrators and the person(s) to whom the Option may be transferred by will or the laws of
intestate succession.

 10. 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 Texas.

 [This Page Intentionally Short; Signatures on Following Page]

 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:

 Title: Chief Financial Officer

 OPTIONEE

 Name: