Common use of Change in Control of the Parent Company Clause in Contracts

Change in Control of the Parent Company. (a) In the event of a change in control of the Parent Company, (i) the Associate shall be entitled, for a period beginning on the date of closing (the "Closing Date") and ending one (1) year after the Closing Date of the transaction effecting such change in control and at his election, to give written notice to the Parent Company of termination of his employment, or (ii) if the Associate’s employment with the Company is terminated without Cause by the Parent Company or the Company, as the case may be, during the period beginning on the Closing Date and ending one (1) year after the Closing Date, the Company shall pay to the Associate a lump sum cash payment (the "Severance Payment"). The Severance Payment shall be equal to one (1) times the lesser of (a) the Associate’s then-current Base Salary (but not any Bonus) or $170,000, whichever is greater, or (b) the "base amount" with respect to the Associate’s compensation, as such term is defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") (the "Severance Salary") with respect to termination pursuant to Section 14(a)(i) hereof, and 2.99 times the Severance Salary with respect to termination pursuant to Section 14(a)(ii) hereof. (b) The Severance Payment shall be paid by the Company not later than five (5) days after the date of termination of employment. Upon the payment to the Associate of the Severance Payment in accordance with this Section 14, the Employment Term shall terminate, and the Associate’s right to compensation pursuant to Section 4 shall terminate as of the date of payment of the Severance Payment. (c) In the event of a change in control of the Parent Company, all unvested stock options and restricted stock previously granted by the Parent Company to the Associate shall vest on the Closing Date. If the Associate elects to terminate his employment or if his employment is terminated as set forth in Section 14(a) hereof, and to the extent that the acceleration of the vesting of any of the Associate’s stock options or restricted stock will reduce the Severance Payment payable in accordance with the limitations set forth in Section 280G of the Code, the Associate, at his option, may notify the Parent Company not to accelerate the vesting of all or a portion of the Associate’s stock options or restricted stock. In addition, to the extent any of the Associate’s vested stock options or restricted stock will reduce the Severance Payment in accordance with the limitation set forth in Section 280G of the Code, the Associate, at his option, may notify the Parent Company of his rescission and nonacceptance of all or a portion of such vested stock options or restricted stock. (d) For purposes of this Paragraph 14, “change in control” of the Parent Company shall mean: (i) any transaction, whether by merger, consolidation, asset sale, tender offer, reverse stock split or otherwise, which results in the acquisition or beneficial ownership (as that term is defined under rules and regulations promulgated under the Securities Exchange Act of 1934, as amended) by any person or entity or any group or entities acting in concert, of 50.1% or more of the outstanding shares of the Common Stock of the Parent Company; or (ii) the replacement of a majority of the members of the Parent Company’s Board of Directors during any twenty-four (24) consecutive month period and whose appointment or election is not endorsed by a majority of the members of the Company’s Board of Directors prior to the date of such appointment or election; or (iii) the sale of all or substantially all of the assets of Car-Mart, including, without limitation, the sale of all of the outstanding capital stock of the Company and Colonial. (e) The Severance Payment shall be in addition to any other rights and benefits for which the Associate is eligible, either by way of contract or with respect to rights and benefits generally available to other executive officers or Associates of the Company.

Change in Control of the Parent Company. (a) In the event of a change in control of the Parent Company, (i) the Associate shall be entitled, for a period beginning on the date of closing (the "Closing Date") and ending one (1) year after the date of closing (the “Closing Date Date”) of the transaction effecting such change in control and at his election, to give written notice to the Parent Company of termination of his employment, or (ii) if the Associate’s employment with the Company is terminated without Cause by the Parent Company or the Company, as the case may be, during the period beginning on the Closing Date and ending one (1) year after the Closing Date, the Company shall pay to the Associate a lump sum cash payment (the "“Severance Payment"”). The Severance Payment shall be equal to one (1) times the lesser of (a) the Associate’s then-current Base Salary (but not any Bonus) or $170,000225,000, whichever is greater, or (b) the "“base amount" ” with respect to the Associate’s compensation, as such term is defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "“Code"”) (the "“Severance Salary"”) with respect to termination pursuant to Section 14(a)(i) hereof, and 2.99 times the Severance Salary with respect to termination pursuant to Section 14(a)(ii) hereof. (b) The Severance Payment shall be paid by the Company not later than five (5) days after the date of termination of employment. Upon the payment to the Associate of the Severance Payment in accordance with this Section 14, the Employment Term shall terminate, and the Associate’s right to compensation pursuant to Section 4 shall terminate as of the date of payment of the Severance Payment. (c) In the event of a change in control of the Parent Company, all unvested stock options and restricted stock previously granted by the Parent Company to the Associate shall vest on the Closing Date. If the Associate elects to terminate his employment or if his employment is terminated as set forth in Section 14(a) hereof, and to the extent that the acceleration of the vesting of any of the Associate’s stock options or restricted stock will reduce the Severance Payment payable in accordance with the limitations set forth in Section 280G of the Code, the Associate, at his option, may notify the Parent Company not to accelerate the vesting of all or a portion of the Associate’s stock options or restricted stockoptions. In addition, to the extent any of the Associate’s vested stock options or restricted stock will reduce the Severance Payment in accordance with the limitation set forth in Section 280G of the Code, the Associate, at his option, may notify the Parent Company of his rescission and nonacceptance of all or a portion of such vested stock options or restricted stockoptions. (d) For purposes of this Paragraph 14, “change in control” of the Parent Company shall mean: (i) any transaction, whether by merger, consolidation, asset sale, tender offer, reverse stock split or otherwise, which results in the acquisition or beneficial ownership (as that term is defined under rules and regulations promulgated under the Securities Exchange Act of 1934, as amended) by any person or entity or any group or entities acting in concert, of 50.1% or more of the outstanding shares of the Common Stock of the Parent Company; or (ii) the replacement of a majority of the members of the Parent Company’s Board of Directors during any twenty-four (24) consecutive month period and whose appointment or election is not endorsed by a majority of the members of the Company’s Board of Directors prior to the date of such appointment or election; or (iii) the sale of all or substantially all of the assets of Car-Mart, including, without limitation, the sale of all of the outstanding capital stock of the Company and Colonial. (e) The Severance Payment shall be in addition to any other rights and benefits for which the Associate is eligible, either by way of contract or with respect to rights and benefits generally available to other executive officers or Associates of the Company.

Change in Control of the Parent Company. (a) In the event of a change in control of the Parent Company, (i) the Associate shall be entitled, for a period beginning on the date of closing (the "Closing Date") and ending one (1) year after the Closing Date of the transaction effecting such change in control and at his election, to give written notice to the Parent Company of termination of his employment, or (ii) if the Associate’s employment with the Company is terminated without Cause by the Parent Company or the Company, as the case may be, during the period beginning on the Closing Date and ending one (1) year after the Closing Date, the Company shall pay to the Associate a lump sum cash payment (the "Severance Payment"). The Severance Payment shall be equal to one (1) times the lesser of (a) the Associate’s then-current Base Salary (but not any Bonus) or $170,000330,000, whichever is greater, or (b) the "base amount" with respect to the Associate’s compensation, as such term is defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") (the "Severance Salary") with respect to termination pursuant to Section 14(a)(i) hereof, and 2.99 times the Severance Salary with respect to termination pursuant to Section 14(a)(ii) hereof. (b) The Severance Payment shall be paid by the Company not later than five (5) days after the date of termination of employment. Upon the payment to the Associate of the Severance Payment in accordance with this Section 14, the Employment Term shall terminate, and the Associate’s right to compensation pursuant to Section 4 shall terminate as of the date of payment of the Severance Payment. (c) In the event of a change in control of the Parent Company, all unvested stock options and restricted stock previously granted by the Parent Company to the Associate shall vest on the Closing Date. If the Associate elects to terminate his employment or if his employment is terminated as set forth in Section 14(a) hereof, and to the extent that the acceleration of the vesting of any of the Associate’s stock options or restricted stock will reduce the Severance Payment payable in accordance with the limitations set forth in Section 280G of the Code, the Associate, at his option, may notify the Parent Company not to accelerate the vesting of all or a portion of the Associate’s stock options or restricted stock. In addition, to the extent any of the Associate’s vested stock options or restricted stock will reduce the Severance Payment in accordance with the limitation set forth in Section 280G of the Code, the Associate, at his option, may notify the Parent Company of his rescission and nonacceptance of all or a portion of such vested stock options or restricted stock. (d) For purposes of this Paragraph 14, “change in control” of the Parent Company shall mean: (i) any transaction, whether by merger, consolidation, asset sale, tender offer, reverse stock split or otherwise, which results in the acquisition or beneficial ownership (as that term is defined under rules and regulations promulgated under the Securities Exchange Act of 1934, as amended) by any person or entity or any group or entities acting in concert, of 50.1% or more of the outstanding shares of the Common Stock of the Parent Company; or (ii) the replacement of a majority of the members of the Parent Company’s Board of Directors during any twenty-four (24) consecutive month period and whose appointment or election is not endorsed by a majority of the members of the Company’s Board of Directors prior to the date of such appointment or election; or (iii) the sale of all or substantially all of the assets of Car-Mart, including, without limitation, the sale of all of the outstanding capital stock of the Company and Colonial. (e) The Severance Payment shall be in addition to any other rights and benefits for which the Associate is eligible, either by way of contract or with respect to rights and benefits generally available to other executive officers or Associates of the Company.

Change in Control of the Parent Company. (a) In the event of a change in control of the Parent Company, (i) the Associate shall be entitled, for a period beginning on the date of closing (the "Closing Date") and ending one (1) year after the date of closing (the “Closing Date Date”) of the transaction effecting such change in control and at his election, to give written notice to the Parent Company of termination of his employment, or (ii) if the Associate’s employment with the Company is terminated without Cause by the Parent Company or the Company, as the case may be, during the period beginning on the Closing Date and ending one (1) year after the Closing Date, the Company shall pay to the Associate a lump sum cash payment (the "“Severance Payment"”). The Severance Payment shall be equal to one (1) times the lesser of (a) the Associate’s then-current Base Salary (but not any Bonus) or $170,000150,000, whichever is greater, or (b) the "“base amount" ” with respect to the Associate’s compensation, as such term is defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "“Code"”) (the "“Severance Salary"”) with respect to termination pursuant to Section 14(a)(i) hereof, and 2.99 times the Severance Salary with respect to termination pursuant to Section 14(a)(ii) hereof. (b) The Severance Payment shall be paid by the Company not later than five (5) days after the date of termination of employment. Upon the payment to the Associate of the Severance Payment in accordance with this Section 14, the Employment Term shall terminate, and the Associate’s right to compensation pursuant to Section 4 shall terminate as of the date of payment of the Severance Payment. (c) In the event of a change in control of the Parent Company, all unvested stock options and restricted stock previously granted by the Parent Company to the Associate shall vest on the Closing Date. If the Associate elects to terminate his employment or if his employment is terminated as set forth in Section 14(a) hereof, and to the extent that the acceleration of the vesting of any of the Associate’s stock options or restricted stock will reduce the Severance Payment payable in accordance with the limitations set forth in Section 280G of the Code, the Associate, at his option, may notify the Parent Company not to accelerate the vesting of all or a portion of the Associate’s stock options or restricted stockoptions. In addition, to the extent any of the Associate’s vested stock options or restricted stock will reduce the Severance Payment in accordance with the limitation set forth in Section 280G of the Code, the Associate, at his option, may notify the Parent Company of his rescission and nonacceptance of all or a portion of such vested stock options or restricted stockoptions. (d) For purposes of this Paragraph 14, “change in control” of the Parent Company shall mean: (i) any transaction, whether by merger, consolidation, asset sale, tender offer, reverse stock split or otherwise, which results in the acquisition or beneficial ownership (as that term is defined under rules and regulations promulgated under the Securities Exchange Act of 1934, as amended) by any person or entity or any group or entities acting in concert, of 50.1% or more of the outstanding shares of the Common Stock of the Parent Company; or (ii) the replacement of a majority of the members of the Parent Company’s Board of Directors during any twenty-four (24) consecutive month period and whose appointment or election is not endorsed by a majority of the members of the Company’s Board of Directors prior to the date of such appointment or election; or (iii) the sale of all or substantially all of the assets of Car-Mart, including, without limitation, the sale of all of the outstanding capital stock of the Company and Colonial. (e) The Severance Payment shall be in addition to any other rights and benefits for which the Associate is eligible, either by way of contract or with respect to rights and benefits generally available to other executive officers or Associates of the Company.

Change in Control of the Parent Company. (a) In the event of a change in control of the Parent Company, (i) the Associate shall be entitled, for a period beginning on the date of closing (the "Closing Date") and ending one (1) year after the Closing Date of the transaction effecting such change in control and at his election, to give written notice to the Parent Company of termination of his employment, or (ii) if the Associate’s employment with the Company is terminated without Cause by the Parent Company or the Company, as the case may be, during the period beginning on the Closing Date and ending one (1) year after the Closing Date, the Company shall pay to the Associate a lump sum cash payment (the "Severance Payment"). The Severance Payment shall be equal to one (1) times the lesser of (a) the Associate’s then-current Base Salary (but not any Bonus) or $170,000255,000, whichever is greater, or (b) the "base amount" with respect to the Associate’s compensation, as such term is defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") (the "Severance Salary") with respect to termination pursuant to Section 14(a)(i) hereof, and 2.99 times the Severance Salary with respect to termination pursuant to Section 14(a)(ii) hereof. (b) The Severance Payment shall be paid by the Company not later than five (5) days after the date of termination of employment. Upon the payment to the Associate of the Severance Payment in accordance with this Section 14, the Employment Term shall terminate, and the Associate’s right to compensation pursuant to Section 4 shall terminate as of the date of payment of the Severance Payment. (c) In the event of a change in control of the Parent Company, all unvested stock options and restricted stock previously granted by the Parent Company to the Associate shall vest on the Closing Date. If the Associate elects to terminate his employment or if his employment is terminated as set forth in Section 14(a) hereof, and to the extent that the acceleration of the vesting of any of the Associate’s stock options or restricted stock will reduce the Severance Payment payable in accordance with the limitations set forth in Section 280G of the Code, the Associate, at his option, may notify the Parent Company not to accelerate the vesting of all or a portion of the Associate’s stock options or restricted stock. In addition, to the extent any of the Associate’s vested stock options or restricted stock will reduce the Severance Payment in accordance with the limitation set forth in Section 280G of the Code, the Associate, at his option, may notify the Parent Company of his rescission and nonacceptance of all or a portion of such vested stock options or restricted stock. (d) For purposes of this Paragraph 14, “change in control” of the Parent Company shall mean: (i) any transaction, whether by merger, consolidation, asset sale, tender offer, reverse stock split or otherwise, which results in the acquisition or beneficial ownership (as that term is defined under rules and regulations promulgated under the Securities Exchange Act of 1934, as amended) by any person or entity or any group or entities acting in concert, of 50.1% or more of the outstanding shares of the Common Stock of the Parent Company; or (ii) the replacement of a majority of the members of the Parent Company’s Board of Directors during any twenty-four (24) consecutive month period and whose appointment or election is not endorsed by a majority of the members of the Company’s Board of Directors prior to the date of such appointment or election; or (iii) the sale of all or substantially all of the assets of Car-Mart, including, without limitation, the sale of all of the outstanding capital stock of the Company and Colonial. (e) The Severance Payment shall be in addition to any other rights and benefits for which the Associate is eligible, either by way of contract or with respect to rights and benefits generally available to other executive officers or Associates of the Company.

Change in Control of the Parent Company. (a) In Notwithstanding any other provision contained herein, if the event of a change Executive’s employment is terminated by the Executive for Good Reason (as defined in control of Section 9(c)) or by the Parent Company, (i) the Associate shall be entitled, for a period beginning on the date of closing (the "Closing Date") and ending one (1) year after the Closing Date of the transaction effecting such change in control and at his election, to give written notice to Company or the Parent Company of termination of his employment, or (ii) if the Associate’s employment with the Company is terminated without Cause by the Parent Company or the Companysurviving or acquiring entity, as the case may be), during other than for Cause (including, without limitation, written notice by the period beginning on Company of its intent to terminate the Closing Date and ending one Agreement upon expiration of the Employment Term pursuant to Section 3 hereof), in each case within six (16) year after months prior to or twenty-four (24) months following a Change in Control (as defined in Section 13(b) herein) of the Closing DateParent Company, then (i) the Company shall pay to the Associate Executive within sixty (60) days after the Double-Trigger Event Date (as defined below in this Section 13(a)) a lump sum cash payment equal to twelve (12) months of the "Severance Payment"Executive’s Base Salary in effect immediately prior to the Double-Trigger Event Date, plus the pro rata portion of the target discretionary Annual Bonus earned, if any, as determined by the Compensation Committee, through the Double-Trigger Event Date; and (ii) all outstanding and unvested equity awards previously granted to the Executive by the Parent Company shall immediately vest in full as of the Double-Trigger Event Date, without regard to the achievement of any applicable performance conditions (but still subject to the requirement of an executed release by the Executive as set forth in Section 14 below) (collectively, (i) and (ii) are referred to as the “Change in Control Payments”). The Severance Payment If the termination of the Executive’s employment, as contemplated by this Section 13, occurs prior to the Change in Control, then the Executive shall be equal treated for purposes of this Section 13 as being employed on the date the Change in Control becomes effective and the Executive’s Base Salary in effect immediately prior to one (1) times such termination shall be deemed in effect, for purposes of this Section 13, immediately prior to the lesser Change in Control. For purposes of this Section 13, the later of (ai) the Associate’s then-current Base Salary effective date of the Change in Control and (but not any Bonus) or $170,000, whichever is greater, or (bii) the "base amount" with respect date Executive’s employment is terminated as contemplated in this Section 13(a) shall be referred to as the Associate’s compensation, as such term is defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") (the "Severance Salary") with respect to termination pursuant to Section 14(a)(i) hereof, and 2.99 times the Severance Salary with respect to termination pursuant to Section 14(a)(ii) hereof“Double-Trigger Event Date”. (b) The Severance Payment shall be paid by the Company not later than five (5) days after the date of termination of employment. Upon the payment to the Associate of the Severance Payment in accordance with this Section 14, the Employment Term shall terminate, and the Associate’s right to compensation pursuant to Section 4 shall terminate as of the date of payment of the Severance Payment. (c) In the event of a change in control of the Parent Company, all unvested stock options and restricted stock previously granted by the Parent Company to the Associate shall vest on the Closing Date. If the Associate elects to terminate his employment or if his employment is terminated as set forth in Section 14(a) hereof, and to the extent that the acceleration of the vesting of any of the Associate’s stock options or restricted stock will reduce the Severance Payment payable in accordance with the limitations set forth in Section 280G of the Code, the Associate, at his option, may notify the Parent Company not to accelerate the vesting of all or a portion of the Associate’s stock options or restricted stock. In addition, to the extent any of the Associate’s vested stock options or restricted stock will reduce the Severance Payment in accordance with the limitation set forth in Section 280G of the Code, the Associate, at his option, may notify the Parent Company of his rescission and nonacceptance of all or a portion of such vested stock options or restricted stock. (d) For purposes of this Paragraph 14Section 13, “change Change in controlControl” of the Parent Company shall mean: (i) any transactionChange in Ownership. The acquisition by an individual, whether by merger, consolidation, asset sale, tender offer, reverse stock split entity or otherwise, which results in group (within the acquisition or beneficial ownership (as that term is defined under rules and regulations promulgated under meaning of Section 409A of the Securities Exchange Act Internal Revenue Code of 19341986, as amendedamended (including any Treasury regulations thereunder, the “Code”)) by any person or entity or any group or entities acting in concert, (a “Person”) of 50.1% or more ownership of stock of the outstanding shares Parent Company that, together with stock held by such Person, constitutes more than fifty percent (50%) of the Common Stock total fair market value or total voting power of the stock of the Parent Company; or . However, if any Person is considered to own more than fifty percent (ii50%) the replacement of a majority of the members total fair market value or total voting power of the stock of the Parent Company’s Board , the acquisition of Directors during any twenty-four (24) consecutive month period and whose appointment or election additional stock by the same Person is not endorsed by considered to cause a majority change in ownership of the members Parent Company (or to cause a change in the effective control of the Company’s Board Parent Company ). An increase in the percentage of Directors prior to stock owned by any one Person as a result of a transaction in which the date Parent Company acquires its stock in exchange for property will be treated as an acquisition of such appointment or election; or (iii) the sale stock for purposes of all or substantially all this paragraph. This paragraph applies only when there is a transfer of the assets of Car-Mart, including, without limitation, the sale of all of the outstanding capital stock of the Parent Company and Colonial. (e) The Severance Payment shall be in addition to any other rights and benefits for which the Associate is eligible, either by way or issuance of contract or with respect to rights and benefits generally available to other executive officers or Associates stock of the Parent Company.) and stock in the Parent Company remains outstanding after the transaction; or