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