8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C.  20549

FORM 8-K/A

(Amendment No. 3)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  November 13, 2009

AMERICA’S CAR-MART, INC.

(Exact name of registrant as specified in its charter)

Texas	0-14939	63-0851141
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

802 SE Plaza Avenue, Suite 200, Bentonville, Arkansas 72712

 (Address of principal executive offices, including zip code)

(479) 464-9944

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

This Amendment No. 3 to Form 8-K is being filed to disclose certain information in the exhibits to the Form 8-K that was previously redacted pursuant to requests for confidential treatment filed with the Securities and Exchange Commission (the “Commission”) and Orders Granting Confidential Treatment issued by the Commission.  The full text of the original Form 8-K, as amended, is set forth below and the exhibits to the original Form 8-K, as amended, are filed herewith.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)           On November 13, 2009, America’s Car-Mart, Inc., a Texas corporation (the “Company”) entered into amendments to its employment agreements with its executive officers, William H. Henderson, Eddie L. Hight and Jeffrey A. Williams.  The amendments to the employment agreements were approved by the Company’s compensation committee.

William H. Henderson.  Pursuant to the amendment to his employment agreement, Mr. Henderson’s term as a senior executive officer of the Company’s operating subsidiary was extended until April 30, 2015.  As of May 1, 2010, Mr. Henderson’s annual base salary will be increased to $350,000, or such higher annual salary approved by the Company’s board of directors.  In addition, Mr. Henderson is entitled to earn an additional cash bonus of $60,000 during the term beginning May 1, 2009 and ending April 30, 2010 if for such period the Company’s fully diluted earnings per share calculated in accordance with GAAP is $2.20 or more.  Mr. Henderson is also entitled to earn an annual bonus during the term beginning May 1, 2010 and ending April 30, 2015.Such bonus will be based upon the Company’s fully diluted earnings per share calculated in accordance with GAAP and will depend on the Company attaining a percentage of its projected fully diluted earnings per share for each period.  Mr. Henderson’s bonus potential is $125,000 for fiscal 2011, $137,500 for fiscal 2012, $151,250 for fiscal 2013, $166,375 for fiscal 2014 and $183,013 for fiscal 2015.  If the Company’s fully diluted earnings per share calculated in accordance with GAAP for each period is (i) 95-99% of the Company’s projected fully diluted earnings per share for such period, Mr. Henderson’s bonus will be 67% of his bonus potential for such period, (ii) 100-104% of the Company’s projected fully diluted earnings per share for such period, Mr. Henderson’s bonus will be 100% of his bonus potential for such period, and (iii) 105% or more of the Company’s projected fully diluted earnings per share for such period, Mr. Henderson’s bonus will be 133% of his bonus potential for such period.

Pursuant to the amendment, Mr. Henderson will also be awarded 10,000 shares of the Company’s restricted common stock on November 27, 2009 pursuant to the Company’s Stock Incentive Plan (the “Incentive Plan”), which shares will vest on April 30, 2015 if the Company attains at least 70% of its cumulative projected fully diluted earnings per share for the period commencing on May 1, 2010 and ending on April 30, 2015.  On November 27, 2009, Mr. Henderson will also be awarded non-qualified stock options to purchase 240,000 shares of the Company’s common stock pursuant to the Company’s 2007 Stock Option Plan (the “2007 Plan”), which options will vest in equal installments (48,000 options) on each of April 30, 2011, April 30, 2012, April 30, 2013, April 30, 2014 and April 30, 2015.

Eddie L. Hight.  Pursuant to the amendment to his employment agreement, Mr. Hight’s term as a senior executive officer of the Company’s operating subsidiary was extended until April 30, 2015.  As of May 1, 2010, Mr. Hight’s annual base salary will be increased to $250,000, or such higher annual salary approved by the Company’s board of directors.  In addition, Mr. Hight is entitled to earn an additional cash bonus of $36,000 during the term beginning May 1, 2009 and ending April 30, 2010 if for such period the Company’s fully diluted earnings per share calculated in accordance with GAAP is $2.20 or more.  Mr. Hight is also entitled to earn an annual bonus during the term beginning May 1, 2010 and ending April 30, 2015.Such bonus will be based upon the Company’s fully diluted earnings per share calculated in accordance with GAAP and will depend on the Company attaining a percentage of its projected fully diluted earnings per share for each period.  Mr. Hight’s bonus potential is $70,000 for fiscal 2011, $77,000 for fiscal 2012, $84,700 for fiscal 2013, $93,170 for fiscal 2014 and $102,487 for fiscal 2015.  If the Company’s fully diluted earnings per share calculated in accordance with GAAP for each period is (i) 95-99% of the Company’s projected fully diluted earnings per share for such period, Mr. Hight’s bonus will be 67% of his bonus potential for such period, (ii) 100-104% of the Company’s projected fully diluted earnings per share for such period, Mr. Hight’s bonus will be 100% of his bonus potential for such period, and (iii) 105% or more of the Company’s projected fully diluted earnings per share for such period, Mr. Hight’s bonus will be 133% of his bonus potential for such period.

Pursuant to the amendment, Mr. Hight will also be awarded 5,000 shares of the Company’s restricted common stock on November 27, 2009 pursuant to the Incentive Plan, which shares will vest on April 30, 2015 if the Company attains at least 70% of its cumulative projected fully diluted earnings per share for the period commencing on May 1, 2010 and ending on April 30, 2015.  On November 27, 2009, Mr. Hight will also be awarded non-qualified stock options to purchase 120,000 shares of the Company’s common stock pursuant to the 2007 Plan, which options will vest in equal installments (24,000 options) on each of April 30, 2011, April 30, 2012, April 30, 2013, April 30, 2014 and April 30, 2015.

Jeffrey A. Williams.  Pursuant to the amendment to his employment agreement, Mr. Williams’ term as a senior executive officer of the Company’s operating subsidiary was extended until April 30, 2015.  As of May 1, 2010, Mr. Williams’ annual base salary will be increased to $250,000, or such higher annual salary approved by the Company’s board of directors.  In addition, Mr. Williams is entitled to earn an additional cash bonus of $30,000 during the term beginning May 1, 2009 and ending April 30, 2010 if for such period the Company’s fully diluted earnings per share calculated in accordance with GAAP is $2.20 or more.  Mr. Williams is also entitled to earn an annual bonus during the term beginning May 1, 2010 and ending April 30, 2015.Such bonus will be based upon the Company’s fully diluted earnings per share calculated in accordance with GAAP and will depend on the Company attaining a percentage of its projected fully diluted earnings per share for each period.  Mr. Williams’ bonus potential is $70,000 for fiscal 2011, $77,000 for fiscal 2012, $84,700 for fiscal 2013, $93,170 for fiscal 2014 and $102,487 for fiscal 2015.  If the Company’s fully diluted earnings per share calculated in accordance with GAAP for each period is (i) 95-99% of the Company’s projected fully diluted earnings per share for such period, Mr. Williams’ bonus will be 67% of his bonus potential for such period, (ii) 100-104% of the Company’s projected fully diluted earnings per share for such period, Mr. Williams’ bonus will be 100% of his bonus potential for such period, and (iii) 105% or more of the Company’s projected fully diluted earnings per share for such period, Mr. Williams’ bonus will be 133% of his bonus potential for such period.

Pursuant to the amendment, Mr. Williams will also be awarded 5,000 shares of the Company’s restricted common stock on November 27, 2009 pursuant to the Incentive Plan, which shares will vest on April 30, 2015 if the Company attains at least 70% of its cumulative projected fully diluted earnings per share for the period commencing on May 1, 2010 and ending on April 30, 2015.  On November 27, 2009, Mr. Williams will also be awarded non-qualified stock options to purchase 120,000 shares of the Company’s common stock pursuant to the 2007 Plan, which options will vest in equal installments (24,000 options) on each of April 30, 2011, April 30, 2012, April 30, 2013, April 30, 2014 and April 30, 2015.

Item 9.01. Financial Statements and Exhibits

(d)           Exhibits.

Exhibit No.	Description of Exhibit
10.1	Amendment No. 1 to Employment Agreement Between America’s Car-Mart, Inc. and William H. Henderson.  (This agreement has been redacted pursuant to a confidential treatment request filed with the Securities and Exchange Commission on the date hereof.)
10.2	Amendment No. 1 to Employment Agreement Between America’s Car-Mart, Inc. and Eddie L. Hight.  (This agreement has been redacted pursuant to a confidential treatment request filed with the Securities and Exchange Commission on the date hereof.)
10.3	Amendment No. 1 to Employment Agreement Between America’s Car-Mart, Inc. and Jeffrey A. Williams.  (This agreement has been redacted pursuant to a confidential treatment request filed with the Securities and Exchange Commission on the date hereof.)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AMERICA’S CAR-MART, INC.
Date: July 27, 2012	/s/ Jeffrey A. Williams
	Jeffrey A. Williams
	Chief Financial Officer and Secretary
	(Principal Financial and Accounting Officer)

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
10.1	Amendment No. 1 to Employment Agreement Between America’s Car-Mart, Inc. and William H. Henderson.  (This agreement has been redacted pursuant to a confidential treatment request filed with the Securities and Exchange Commission on the date hereof.)
10.2	Amendment No. 1 to Employment Agreement Between America’s Car-Mart, Inc. and Eddie L. Hight.  (This agreement has been redacted pursuant to a confidential treatment request filed with the Securities and Exchange Commission on the date hereof.)
10.3	Amendment No. 1 to Employment Agreement Between America’s Car-Mart, Inc. and Jeffrey A. Williams.  (This agreement has been redacted pursuant to a confidential treatment request filed with the Securities and Exchange Commission on the date hereof.)

EX-10.1

Exhibit 10.1

AMENDMENT NO. 1

TO

EMPLOYMENT AGREEMENT

BETWEEN AMERICA’S CAR-MART, INC. AND WILLIAM H. HENDERSON

This Amendment No. 1 to the Employment Agreement (the “Amendment”) between America’s Car-Mart, Inc., an Arkansas corporation (the “Company”) and William H. Henderson (the “Associate”) is entered into and effective as of November 13, 2009.

RECITALS

WHEREAS, the Company and the Associate have agreed to certain amendments to the Employment Agreement dated on or as of May 1, 2007 between the Company and the Associate (the “Employment Agreement”) as set forth below;

WHEREAS, all capitalized terms not defined herein shall have the same meaning given to such terms in the Employment Agreement.

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.           Amendment of Section 3.  Section 3 of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

Term.  Unless otherwise terminated in accordance with Sections 8, 9, 10 or 11, the Employment Term shall be for a term ending April 30, 2015.  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.

2.           Amendment of Section 4(a).  Section 4(a) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

(a)           Base Salary and Benefits.  The base annual salary of the Associate for his employment services hereunder shall be $300,000 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.  Effective as of May 1, 2010, the Base Salary for the Associate shall be $350,000 or such higher annual salary, if any, as shall be approved by the Board of Directors of the Parent Company from time to time.  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, or affect or in any way limit any other benefits provided to the Associate as of the date hereof or as may be approved by the Board of Directors

*Filed under application for confidential treatment.

of the Parent Company from time to time, 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.

3.           Amendment to Section 4(b).  Section 4(b) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

(b)           Bonus.

(i)           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 beginning May 1, 2007 and ending April 30, 2010.  The Bonus range shall be $40,000 to $60,000 per fiscal year, and shall be based upon Parent Company’s Economic Profit Per Share as defined and described below. The Bonus will depend on the Parent Company attaining a minimum of 85% of its projected economic profit per share (in which case a $40,000 bonus would be paid) and will increase ratably up to 115% of its projected economic profit per share (in which case a $60,000 bonus would be paid), as set forth in Appendix A to this Agreement; provided however, Associate expressly acknowledges and agrees that the projected Parent Company Economic Profit Per Share for fiscal 2009 and fiscal 2010 shall be subject to adjustment by the Compensation Committee of the Board of Directors of the Parent Company, in its sole discretion.

(ii)           In addition to the Base Salary and fringe benefits described above and the Bonus described above, the Associate shall be eligible to earn an additional cash bonus of $60,000 for the period beginning May 1, 2009 and ending April 30, 2010 if for such period Parent Company’s GAAP Earnings Per Share (as defined below) is $2.20 or more; provided, however, that for purposes of this Section 4(b)(ii), the Parent Company’s GAAP Earnings Per Share shall exclude any and all compensation expense or charges associated with the amendments dated as of November 13, 2009 to the Employment Agreements dated as of May 1, 2007, between the Company and its “named executive officers” (as listed in the Parent Company’s annual definitive proxy statement filed with the Securities and Exchange Commission).

(iii)           In addition to the Base Salary and fringe benefits described above, the Associate shall be eligible to earn a Bonus for each of the fiscal years during the term beginning May 1, 2010 and ending April 30, 2015.  The Bonus shall be based upon Parent Company’s projected fully diluted earnings per share calculated in accordance

*Filed under application for confidential treatment.

2

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 C to this Agreement.

(iv)           “Parent Company’s Economic Profit Per Share” shall be defined as net operating profit after tax, less a capital charge (after tax) applied to the “Economic Capital” required to generate said profits, divided by fully diluted shares outstanding.  “Economic Capital” is defined as net assets plus debt plus cumulative after tax interest expense at the end of the fiscal year. The Parent Company Economic Profit Per Share shall exclude any and all compensation associated with the Employment Agreements dated as of May 1, 2007, between the Company and its “named executive officers” (as listed in the Parent Company’s annual definitive proxy statement filed with the Securities and Exchange Commission).

(v)           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, based upon the Parent Company’s Economic Profit Per Share or 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.

4.           Addition of Section 4(e).  A new Section 4(e) is hereby inserted into the Employment Agreement after Section 4(d) but before Section 5:

(e)           Additional Equity Awards.  On November 27, 2009, the Parent Company will grant to the Associate the following equity awards: (i) a non-qualified stock option to purchase 240,000 shares of Parent Company common stock pursuant to the Parent Company’s 2007 Stock Option Plan, which options shall vest in equal installments (48,000 options) on each of April 30, 2011, April 30, 2012, April 30, 2013, April 30, 2014 and April 30, 2015; and (ii) 10,000 shares of restricted stock pursuant to the Parent Company’s Stock Incentive Plan, which shares of restricted stock shall vest on April 30, 2015 if the Parent Company attains at least 70% of its cumulative projected GAAP Earnings Per Share for the period commencing on May 1, 2010 and ending on April 30, 2015.

5.           Addition of Appendix C.  A new Appendix C, as attached to this Amendment, is hereby appended to the Employment Agreement after Appendix B.

6.           Reaffirmation.  Except to the extent the provisions of the Employment Agreement are specifically amended, modified or superseded by this Amendment, the Employment Agreement is in full force and effect and is hereby ratified and confirmed.

7.           Amendment.  This Amendment and the Employment Agreement may only be amended by a writing signed by each party hereto.

*Filed under application for confidential treatment.

3

8.           Counterparts.  This Amendment may be executed in counterpart signature pages, each of which shall constitute an original but all taken together to constitute one instrument.

[SIGNATURE PAGE FOLLOWS.]

*Filed under application for confidential treatment.

4

IN WITNESS WHEREOF, the parties have executed this Amendment on and effective as of the date first written above.

COMPANY:

AMERICA’S CAR-MART, INC.

By: /s/ Jeffrey A. Williams

Name: Jeffrey A. Williams

Title: Vice President Finance, Secretary and Chief Financial Officer

ASSOCIATE:

/s/ William H. Henderson

William H. Henderson

*Filed under application for confidential treatment.

5

APPENDIX C

Applicable to the Bonus pursuant to Section 4(b)(iii)

of the

Employment Agreement

Fiscal 2011-2015

	Fiscal Year
	2011	2012	2013	2014	2015
Projected GAAP Earnings Per Share	2010 Actual GAAP Earnings Per Share multiplied by 1.15	2011 Projected GAAP Earnings Per Share multiplied by 1.15	2012 Projected GAAP Earnings Per Share multiplied by [X.XX]*	2013 Projected GAAP Earnings Per Share multiplied by [X.XX]*	2014 Projected GAAP Earnings Per Share multiplied by [X.XX]*
Bonus Potential:	$125,000	$137,500	$151,250	$166,375	$183,013

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 application for confidential treatment.

C-1

EX-10.2

Exhibit 10.2

AMENDMENT NO. 1

TO

EMPLOYMENT AGREEMENT

BETWEEN AMERICA’S CAR-MART, INC. AND EDDIE L. HIGHT

This Amendment No. 1 to the Employment Agreement (the “Amendment”) between America’s Car-Mart, Inc., an Arkansas corporation (the “Company”) and Eddie L. Hight (the “Associate”) is entered into and effective as of November 13, 2009.

RECITALS

WHEREAS, the Company and the Associate have agreed to certain amendments to the Employment Agreement dated on or as of May 1, 2007 between the Company and the Associate (the “Employment Agreement”) as set forth below;

WHEREAS, all capitalized terms not defined herein shall have the same meaning given to such terms in the Employment Agreement.

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.           Amendment of Section 3.  Section 3 of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

Term.  Unless otherwise terminated in accordance with Sections 8, 9, 10 or 11, the Employment Term shall be for a term ending April 30, 2015.  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.

2.           Amendment of Section 4(a).  Section 4(a) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

(a)           Base Salary and Benefits.  The base annual salary of the Associate for his employment services hereunder shall be $185,000 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.  Effective as of May 1, 2010, the Base Salary for the Associate shall be $250,000 or such higher annual salary, if any, as shall be approved by the Board of Directors of the Parent Company from time to time.  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, or affect or in any way limit any other benefits provided to the Associate as of the date hereof or as may be approved by the Board of Directors

*Filed under application for confidential treatment.

of the Parent Company from time to time, 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.

3.           Amendment to Section 4(b).  Section 4(b) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

(b)           Bonus.

(i)           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 beginning May 1, 2007 and ending April 30, 2010.  The Bonus range shall be $24,000 to $36,000 per fiscal year, and shall be based upon Parent Company’s Economic Profit Per Share as defined and described below. The Bonus will depend on the Parent Company attaining a minimum of 85% of its projected economic profit per share (in which case a $24,000 bonus would be paid) and will increase ratably up to 115% of its projected economic profit per share (in which case a $36,000 bonus would be paid), as set forth in Appendix A to this Agreement; provided however, Associate expressly acknowledges and agrees that the projected Parent Company Economic Profit Per Share for fiscal 2009 and fiscal 2010 shall be subject to adjustment by the Compensation Committee of the Board of Directors of the Parent Company, in its sole discretion.

(ii)           In addition to the Base Salary and fringe benefits described above and the Bonus described above, the Associate shall be eligible to earn an additional cash bonus of $36,000 for the period beginning May 1, 2009 and ending April 30, 2010 if for such period Parent Company’s GAAP Earnings Per Share (as defined below) is $2.20 or more; provided, however, that for purposes of this Section 4(b)(ii), the Parent Company’s GAAP Earnings Per Share shall exclude any and all compensation expense or charges associated with the amendments dated as of November 13, 2009 to the Employment Agreements dated as of May 1, 2007, between the Company and its “named executive officers” (as listed in the Parent Company’s annual definitive proxy statement filed with the Securities and Exchange Commission).

(iii)           In addition to the Base Salary and fringe benefits described above, the Associate shall be eligible to earn a Bonus for each of the fiscal years during the term beginning May 1, 2010 and ending April 30, 2015.  The Bonus shall be based upon Parent Company’s projected fully diluted earnings per share calculated in accordance

*Filed under application for confidential treatment.

2

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 C to this Agreement.

(iv)           “Parent Company’s Economic Profit Per Share” shall be defined as net operating profit after tax, less a capital charge (after tax) applied to the “Economic Capital” required to generate said profits, divided by fully diluted shares outstanding.  “Economic Capital” is defined as net assets plus debt plus cumulative after tax interest expense at the end of the fiscal year. The Parent Company Economic Profit Per Share shall exclude any and all compensation associated with the Employment Agreements dated as of May 1, 2007, between the Company and its “named executive officers” (as listed in the Parent Company’s annual definitive proxy statement filed with the Securities and Exchange Commission).

(v)           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, based upon the Parent Company’s Economic Profit Per Share or 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.

4.           Addition of Section 4(e).  A new Section 4(e) is hereby inserted into the Employment Agreement after Section 4(d) but before Section 5:

(e)           Additional Equity Awards.  On November 27, 2009, the Parent Company will grant to the Associate the following equity awards: (i) a non-qualified stock option to purchase 120,000 shares of Parent Company common stock pursuant to the Parent Company’s 2007 Stock Option Plan, which options shall vest in equal installments (24,000 options) on each of April 30, 2011, April 30, 2012, April 30, 2013, April 30, 2014 and April 30, 2015; and (ii) 5,000 shares of restricted stock pursuant to the Parent Company’s Stock Incentive Plan, which shares of restricted stock shall vest on April 30, 2015 if the Parent Company attains at least 70% of its cumulative projected GAAP Earnings Per Share for the period commencing on May 1, 2010 and ending on April 30, 2015.

5.           Addition of Appendix C.  A new Appendix C, as attached to this Amendment, is hereby appended to the Employment Agreement after Appendix B.

6.           Reaffirmation.  Except to the extent the provisions of the Employment Agreement are specifically amended, modified or superseded by this Amendment, the Employment Agreement is in full force and effect and is hereby ratified and confirmed.

7.           Amendment.  This Amendment and the Employment Agreement may only be amended by a writing signed by each party hereto.

*Filed under application for confidential treatment.

3

8.           Counterparts.  This Amendment may be executed in counterpart signature pages, each of which shall constitute an original but all taken together to constitute one instrument.

[SIGNATURE PAGE FOLLOWS.]

*Filed under application for confidential treatment.

4

IN WITNESS WHEREOF, the parties have executed this Amendment on and effective as of the date first written above.

COMPANY:

AMERICA’S CAR-MART, INC.

By: /s/ Jeffrey A. Williams

Name: Jeffrey A. Williams

Title: Vice President Finance, Secretary and Chief Financial Officer

ASSOCIATE:

/s/ Eddie L. Hight

Eddie L. Hight

*Filed under application for confidential treatment.

5

APPENDIX C

Applicable to the Bonus pursuant to Section 4(b)(iii)

of the

Employment Agreement

Fiscal 2011-2015

	Fiscal Year
	2011	2012	2013	2014	2015
Projected GAAP Earnings Per Share	2010 Actual GAAP Earnings Per Share multiplied by 1.15	2011 Projected GAAP Earnings Per Share multiplied by 1.15	2012 Projected GAAP Earnings Per Share multiplied by [X.XX]*	2013 Projected GAAP Earnings Per Share multiplied by [X.XX]*	2014 Projected GAAP Earnings Per Share multiplied by [X.XX]*
Bonus Potential:	$70,000	$77,000	$84,700	$93,170	$102,487

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 application for confidential treatment.

C-1

EX-10.3

Exhibit 10.3

AMENDMENT NO. 1

TO

EMPLOYMENT AGREEMENT

BETWEEN AMERICA’S CAR-MART, INC. AND JEFFREY A. WILLIAMS

This Amendment No. 1 to the Employment Agreement (the “Amendment”) between America’s Car-Mart, Inc., an Arkansas corporation (the “Company”) and Jeffrey A. Williams (the “Associate”) is entered into and effective as of November 13, 2009.

RECITALS

WHEREAS, the Company and the Associate have agreed to certain amendments to the Employment Agreement dated on or as of May 1, 2007 between the Company and the Associate (the “Employment Agreement”) as set forth below;

WHEREAS, all capitalized terms not defined herein shall have the same meaning given to such terms in the Employment Agreement.

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.           Amendment of Section 3.  Section 3 of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

Term.  Unless otherwise terminated in accordance with Sections 8, 9, 10 or 11, the Employment Term shall be for a term ending April 30, 2015.  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.

2.           Amendment of Section 4(a).  Section 4(a) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

(a)           Base Salary and Benefits.  The base annual salary of the Associate for his employment services hereunder shall be $180,000 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.  Effective as of May 1, 2010, the Base Salary for the Associate shall be $250,000 or such higher annual salary, if any, as shall be approved by the Board of Directors of the Parent Company from time to time.  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, or affect or in any way limit any other benefits provided to the Associate as of the date hereof or as may be approved by the Board of Directors

*Filed under application for confidential treatment.

of the Parent Company from time to time, 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.

3.           Amendment to Section 4(b).  Section 4(b) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

(b)           Bonus.

(i)           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 beginning May 1, 2007 and ending April 30, 2010.  The Bonus range shall be $20,000 to $30,000 per fiscal year, and shall be based upon Parent Company’s Economic Profit Per Share as defined and described below. The Bonus will depend on the Parent Company attaining a minimum of 85% of its projected economic profit per share (in which case a $20,000 bonus would be paid) and will increase ratably up to 115% of its projected economic profit per share (in which case a $30,000 bonus would be paid), as set forth in Appendix A to this Agreement; provided however, Associate expressly acknowledges and agrees that the projected Parent Company Economic Profit Per Share for fiscal 2009 and fiscal 2010 shall be subject to adjustment by the Compensation Committee of the Board of Directors of the Parent Company, in its sole discretion.

(ii)           In addition to the Base Salary and fringe benefits described above and the Bonus described above, the Associate shall be eligible to earn an additional cash bonus of $30,000 for the period beginning May 1, 2009 and ending April 30, 2010 if for such period Parent Company’s GAAP Earnings Per Share (as defined below) is $2.20 or more; provided, however, that for purposes of this Section 4(b)(ii), the Parent Company’s GAAP Earnings Per Share shall exclude any and all compensation expense or charges associated with the amendments dated as of November 13, 2009 to the Employment Agreements dated as of May 1, 2007, between the Company and its “named executive officers” (as listed in the Parent Company’s annual definitive proxy statement filed with the Securities and Exchange Commission).

(iii)           In addition to the Base Salary and fringe benefits described above, the Associate shall be eligible to earn a Bonus for each of the fiscal years during the term beginning May 1, 2010 and ending April 30, 2015.  The Bonus shall be based upon Parent Company’s projected fully diluted earnings per share calculated in accordance

*Filed under application for confidential treatment.

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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 C to this Agreement.

(iv)           “Parent Company’s Economic Profit Per Share” shall be defined as net operating profit after tax, less a capital charge (after tax) applied to the “Economic Capital” required to generate said profits, divided by fully diluted shares outstanding.  “Economic Capital” is defined as net assets plus debt plus cumulative after tax interest expense at the end of the fiscal year. The Parent Company Economic Profit Per Share shall exclude any and all compensation associated with the Employment Agreements dated as of May 1, 2007, between the Company and its “named executive officers” (as listed in the Parent Company’s annual definitive proxy statement filed with the Securities and Exchange Commission).

(v)           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, based upon the Parent Company’s Economic Profit Per Share or 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.

4.           Addition of Section 4(d).  A new Section 4(d) is hereby inserted into the Employment Agreement after Section 4(c) but before Section 5:

(d)           Additional Equity Awards.  On November 27, 2009, the Parent Company will grant to the Associate the following equity awards: (i) a non-qualified stock option to purchase 120,000 shares of Parent Company common stock pursuant to the Parent Company’s 2007 Stock Option Plan, which options shall vest in equal installments (24,000 options) on each of April 30, 2011, April 30, 2012, April 30, 2013, April 30, 2014 and April 30, 2015; and (ii) 5,000 shares of restricted stock pursuant to the Parent Company’s Stock Incentive Plan, which shares of restricted stock shall vest on April 30, 2015 if the Parent Company attains at least 70% of its cumulative projected GAAP Earnings Per Share for the period commencing on May 1, 2010 and ending on April 30, 2015.

5.           Addition of Appendix C.  A new Appendix C, as attached to this Amendment, is hereby appended to the Employment Agreement after Appendix B.

6.           Reaffirmation.  Except to the extent the provisions of the Employment Agreement are specifically amended, modified or superseded by this Amendment, the Employment Agreement is in full force and effect and is hereby ratified and confirmed.

7.           Amendment.  This Amendment and the Employment Agreement may only be amended by a writing signed by each party hereto.

*Filed under application for confidential treatment.

3

8.           Counterparts.  This Amendment may be executed in counterpart signature pages, each of which shall constitute an original but all taken together to constitute one instrument.

[SIGNATURE PAGE FOLLOWS.]

*Filed under application for confidential treatment.

4

IN WITNESS WHEREOF, the parties have executed this Amendment on and effective as of the date first written above.

COMPANY:

AMERICA’S CAR-MART, INC.

By: /s/ William H. Henderson

Name: William H. Henderson

Title: President and Chief Executive Officer

ASSOCIATE:

/s/ Jeffrey A. Williams

Jeffrey A. Williams

*Filed under application for confidential treatment.

5

APPENDIX C

Applicable to the Bonus pursuant to Section 4(b)(iii)

of the

Employment Agreement

Fiscal 2011-2015

	Fiscal Year
	2011	2012	2013	2014	2015
Projected GAAP Earnings Per Share	2010 Actual GAAP Earnings Per Share multiplied by 1.15	2011 Projected GAAP Earnings Per Share multiplied by 1.15	2012 Projected GAAP Earnings Per Share multiplied by [X.XX]*	2013 Projected GAAP Earnings Per Share multiplied by [X.XX]*	2014 Projected GAAP Earnings Per Share multiplied by [X.XX]*
Bonus Potential:	$70,000	$77,000	$84,700	$93,170	$102,487

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 application for confidential treatment.

 C-1