{"url_path":"/sec/crmt/8-k/2026-06-05/body","section_key":"body","section_title":"Body","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-05","source_url":"https://www.sec.gov/Archives/edgar/data/799850/0001171843-26-003947-index.html","accession_number":"0001171843-26-003947","cik":"0000799850","ticker":"CRMT","issuer_name":"AMERICAS CARMART INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/799850/0001171843-26-003947-index.html","primary_entity_key":"0000799850","primary_entity_name":"AMERICAS CARMART INC"},"word_count":1655,"has_tables":true,"body_markdown":"EX-10.1\n2\nexh_101.htm\nEXHIBIT 10.1\n\n**Exhibit 10.1**\n\n[AMERICA’S CAR-MART LETTERHEAD]\n\n[DATE]\n\n[NAME]\n\nVia E-mail\n\n** **\n\n**RETENTION AWARD AGREEMENT**\n\nDear [NAME]:\n\nThis letter agreement (this “Agreement”)\nbetween America’s Car-Mart, Inc., a Texas corporation (the “Parent”), AMERICA’S CAR MART, INC., an Arkansas\ncorporation (the “Company”, and the Parent and the Company and their subsidiaries and affiliates together referred\nto as the “Company Group”) and [NAME] (“you” and together with the Parent and the Company, the\n“Parties”) sets forth the terms of your retention award. As you know, we consider your continued service and dedication\nto the Company, and your leadership as the Company’s [TITLE], important to the success of our business and the Company’s\nlong-term future. To incentivize you to remain employed with the Company, we are pleased to offer you a retention award, as described\nin this Agreement.\n\n1.Retention Award.\n\na.On or as soon as practicable following\nthe date hereof, the Company will pay to you a cash retention award in the aggregate amount\nof $[AMOUNT] (the “Retention Award”), less applicable taxes and other\nwithholdings.\n\nb.Except in the case of a Qualifying Termination\n(defined below), if you have incurred a Termination Date prior to the earlier to occur of\na Change in Control (as defined below) and the one-year anniversary of the date of this Agreement\n(the earlier of such two events referred to as the “Retention Date”),\nthen you agree to promptly repay to the Company upon your Termination Date (and in no event\nlater than thirty (30) days following such termination) the amount of the Retention Award\nset forth in Section 1(a) (on a post-tax basis). You will not have an obligation to repay\nthe Retention Award if your Termination Date occurs for any reason following the Retention\nDate.\n\nc.For purposes of this Agreement:\n\ni.“Cause” has the meaning\nset forth in your employment agreement with the Company or, if no such agreement exists,\nthen “Cause” shall mean:\n\n1.your repeated failure to perform your\nduties or to comply with any valid and legal directive of your supervisor;\n\n2.your engaging in dishonesty, illegal\nconduct, or other bad faith conduct, which is, in each case, materially injurious to the\nCompany Group, monetarily or otherwise;\n\n3.your indictment for a crime of moral\nturpitude or a felony involving fraud, breach of trust, embezzlement, or misappropriation;\n\n4.a material breach by you of your duties\nand obligations under any agreement between you and any entity in the Company Group or violation\nin any material respect of the written policies or codes of conduct of any entity in the\nCompany Group that are generally applicable to employees of any entity in the Company Group,\nincluding, but not limited to, policies related to discrimination or harassment, performance\nof illegal or unethical activities, or ethical misconduct;\n\n5.your breach of your fiduciary duty to\nany entity in the Company Group; or\n\n6.your engagement in misconduct that brings\nor is reasonably likely to bring any entity in the Company Group into public disgrace, embarrassment,\nor disrepute, which is materially injurious to the Company Group, monetarily or otherwise.\n\nii.“Change in Control” shall\nmean a Change in Control as defined in the America’s Car-Mart, Inc. 2024 Equity Incentive\nPlan.\n\niii.“Disability” has the\nmeaning set forth in your employment agreement with the Company or, if no such agreement\nexists, then “Disability” shall mean your receipt of benefits pursuant to an\napplicable long-term disability insurance policy of the Company, or, if no such policy exists,\nthat you are unable to engage in any substantial gainful activity by reason of any medically\ndeterminable physical or mental impairment that (1) can be expected to result in death or\nto last for a continuous period of not less than 12 months or (2) results in you receiving\nincome replacement benefits for a period of not less than three months under an accident\nand health plan provided by the Company.\n\niv.“Good Reason” has the\nmeaning set forth in your employment agreement with the Company or, if no such agreement\nexists, then “Good Reason” shall mean any of the following to which you have\nnot consented: (A) a reduction in base salary; (B) relocation of Executive’s principal\nplace of employment by more than fifty (50) miles; or (C) a material breach by the Company\nof any agreement between the Company or any other member of the Company Group and you, which,\nif curable, remains uncured or continues after thirty (30) days’ notice thereof by\nyou specifying in reasonable detail the event or circumstances claimed to constitute Good\nReason (the “Good Reason Notice”). Your termination shall be considered to be\non account of Good Reason only if you shall have given the Company the Good Reason Notice\nand, if curable, the event or circumstances have not been cured within thirty (30) days of\nthe Company’s receipt of the Good Reason Notice.\n\nv.“Qualifying Termination”\nshall mean a Termination Date that occurs as a result of: (i) a termination of your employment\nby the Company (or other entity in the Company Group) without Cause, (ii) your resignation\nwith Good Reason or (iii) a termination of your employment due to your death or Disability;\n*provided, however*, that a termination of your employment by the Company without Cause\nor your resignation with Good Reason shall not constitute a Qualifying Termination unless\nyou sign and do not revoke a release of claims against all of the entities in the Company\nGroup (and their respective directors, officers, employees, and agents). The release must\nbe executed, and any revocation period must have expired, within sixty (60) days after the\nTermination Date or such termination shall not constitute a Qualifying Termination.\n\nvi.“Termination Date” shall\nmean the date that you are no longer employed by any entity in the Company Group, voluntarily\nor involuntarily for any reason (including death or Disability) and such termination constitutes\na “separation from service” and “termination of employment” within\nthe meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)\nwithout application of any alternative levels of reductions of bona fide services permitted\nthereunder.\n\n2.Miscellaneous\n\na.The Retention Award is separate from\nand in addition to, and will not be reduced by, any other amounts due to you from the Company.\n\nb.The Retention Award set forth in this\nAgreement is not intended to be subject to the Employee Retirement Income Security Act of\n1974, as amended. The Retention Award will be paid from the general assets of the Company.\nThe Company shall have the right to deduct from all amounts payable to you (whether under\nthis Agreement or otherwise) any amount of taxes required by law to be withheld in respect\nof compensation payable under this Agreement as may be necessary in the opinion of the Company\nto satisfy tax withholding required under the laws of any country, state, province, city\nor other jurisdiction, including, but not limited to, income taxes, capital gains taxes,\ntransfer taxes and social security contributions that are required by law to be withheld.\n\nc.You agree, to the maximum extent permitted\nby applicable law, to keep the terms of this Agreement in the strictest of confidence at\nall times, both during and after your employment with the Company, and not to disclose such\nterms to any other person or entity, except as may be required by law or as disclosure may\nbe necessary in the course of a complaint, appeal, or proceeding seeking enforcement of this\nAgreement. Notwithstanding the immediately preceding sentence, you may disclose the terms\nand conditions of this Agreement to your immediate family and your legal, financial, and\ntax advisors after securing their similar commitment of strict confidentiality. To the extent\nthat this Section 2(d) is determined by the Board to have been breached, the Company shall\nhave the right to seek all remedies, including, without limitation, the clawback of the Retention\nAward.\n\nd.The Retention Award set forth in this\nAgreement is intended to be exempt from Section 409A of the Code (“Section 409A”),\nand the Retention Award shall be construed and administered in accordance with such intention.\nTo the extent any payments under this Agreement are subject to Section 409A, the Agreement\nshall be interpreted and administered to the maximum extent possible to comply with Section\n409A. Notwithstanding the foregoing, the Company makes no representation to you that the\npayments set forth in this Agreement will be exempt from or comply with Section 409A and\nshall have no liability or obligation to you for any failure of the Agreement or any payments\nhereunder to comply with Section 409A.\n\ne.Nothing in this Agreement shall be construed\nas conferring upon you a right to continued employment with the Company nor shall it restrict\nthe Company’s right to terminate your employment, which is and shall at all times remain\n“at will.” This Agreement shall neither entitle you to additional awards or bonus\namounts nor prohibit you from eligibility for any additional awards or bonus amounts under\nany other program implemented by the Company.\n\nf.This Agreement will be construed in accordance\nwith the laws of the State of Arkansas, without regard to the conflict of law provisions\nof any jurisdiction.\n\ng.This Agreement may be executed in any\nnumber of counterparts, each of which so executed will be deemed to be an original, and such\ncounterparts will together constitute but one agreement. Each Party hereto may execute this\nAgreement in Adobe Portable Document Format (or similar format) (“PDF”)\nsent by electronic mail or via DocuSign. In addition, PDF signatures of authorized signatories\nof any Party hereto will be deemed to be original signatures and will be valid and binding,\nand delivery of a PDF signature by any party will constitute due execution and delivery of\nthis Agreement.\n\n[*Signature Page Follows*]\n\n**IN WITNESS WHEREOF**, the Parties have executed this Agreement to be effective as of [DATE].\n\n**PARENT**\n\n**America’s Car-Mart, Inc.,**\n\n**a Texas corporation**\n\nBy:\n\nName:\n\nTitle:\n\n**COMPANY**\n\n**AMERICA’S CAR MART, INC.,**\n\n**an Arkansas corporation**\n\nBy:\n\nName:\n\nTitle:\n\n**EXECUTIVE**\n\n[NAME]\n\n(*Signature Page to Retention Agreement*)\n\n4"}