exhibit101-esppamendedan






    CarMax Restricted Confidential  CARMAX, INC.  AMENDED AND RESTATED 2002 EMPLOYEE STOCK PURCHASE PLAN  (as amended and restated January 1, 2023)    1. Purpose and Effective Date.  The CarMax, Inc. Amended and Restated 2002  Employee Stock Purchase Plan (the “Plan”) provides eligible employees of CarMax, Inc., a  Virginia corporation, an opportunity to purchase CarMax, Inc. Common Stock (“Common  Stock”) through payroll deductions and to receive a Company match for a portion of their payroll  deductions.  The Plan was originally effective on October 1, 2002, and was amended and restated  effective as of November 1, 2004, as of July 1, 2006, as of January 19, 2009, as of June 23, 2009,  as of January 1, 2020, and as of June 1, 2021.  The effective date of this amendment and  restatement is January 1, 2023.    2. Definitions.    (a) Benefits Department: The employee benefits department of the Company.   (b) Committee: The Compensation and Personnel Committee of the Company’s  Board of Directors.  (c) Company: CarMax, Inc., a Virginia corporation, and any subsidiary business  entity (including, but not limited to, a corporation, a partnership, or limited liability company)  that is under common control with CarMax, Inc., as determined under Section 414(b) or (c) of  the Internal Revenue Code of 1986, as amended.  Notwithstanding the foregoing, prior to  January 1, 2023, the term “Company” shall not include Edmunds.com, Inc., Edmunds Holding,  LLC, Edmunds Holding Company, Everest Endeavors II, LLC, and any other subsidiary entities  thereof.  Effective January 1, 2023, the term “Company” shall include entities in the Edmunds  Group.    (d) Compensation: All cash compensation and commissions (estimated as deemed  necessary by the Plan Administrator) before any deductions or withholding and including  overtime and bonuses, including relocation bonuses, but exclusive of all amounts paid as  reimbursements of expenses including those paid as part of commissions, and those paid in the  form of housing allowances or other payments in connection with employee relocations except to  the extent such amounts are included in the definition of “Compensation” under the CarMax, Inc.  Retirement Savings Plan.  Effective January 1, 2023, solely with respect to Employees of the  Edmunds Group, “Compensation” shall not include short-term disability pay.  (e) Edmunds Group: Edmunds Holding, LLC, Edmunds.com, Inc., and any other  subsidiary entities thereof.  (f) Eligible Employees: Employees who meet the requirements set forth in Section 4.  (g) Employee: Any person employed by the Company as a common law employee on  the United States payroll. It is expressly intended that persons not employed as common law  employees on the Company’s United States payroll are to be excluded from participation in the  





 






  2  Plan, even if a court or administrative agency determines that such individuals are common law  employees and not independent contractors.  (h) Enrollment Date: The date on which an Eligible Employee begins participation in  the Plan pursuant to Section 6.     (i) Participating Employees: Eligible Employees who participate in the Plan.  (j) Plan Administrator: An Employee (or a group of Employees) appointed by the  Committee as provided in Section 5 or, in the absence of any such specific appointment, the  Chief Financial Officer of the Company.  (k) Plan Service Provider: A plan service provider/dealer registered with the  Securities and Exchange Commission and a member of the National Association of Securities  Dealers or other provider of employee plan administrative services selected by the Plan  Administrator as provided in Section 5.  3. Amount of Stock Subject to the Plan.  The total number of shares of Common  Stock that may be purchased under the Plan shall be 8,000,000, subject to adjustment as provided  in Section 16.  Such shares must be shares purchased for Participating Employees on the open  market.  4. Eligible Employees.    (a) Any Employee classified as a “Full-Time Associate” or “Part-Time Associate”  pursuant to the Company’s policies and procedures (including, effective January 1, 2023, an  Employee of the Edmunds Group) shall become eligible to participate in the Plan after he or she  has completed one year of service as an Employee of the Company; provided, however, that (i)  Employees who are subject to Section 16 of the Securities Exchange Act of 1934, as amended,  with respect to securities of the Company, and (ii) Employees who are officers of the Company  (other than those serving as Assistant Vice Presidents, Assistant Treasurers, Assistant  Secretaries, or Assistant Controllers), including without limitation officers of the Edmunds  Group with the term “Chief” in the job title, shall not be eligible to participate in the Plan.   (b) If an Employee has one year of service but is excluded from participation in the  Plan due to the requirements set forth in (i) or (ii) of the preceding paragraph, the Employee will  be eligible to participate in the Plan  as soon as administratively practicable, after he or she is no  longer excluded because of such requirements.  Continuity of service for purposes of  determining if an Employee has completed one year of service is determined pursuant to the  Company’s rehire/reinstatement and change of status policies in effect at the time the eligibility  determination is made.  (c) For purposes of this Section 4, an Employee’s service with the Edmunds Group  (including service prior to January 1, 2023) shall constitute service with the Company.  





 






  3  5. Administration of the Plan.   (a) The Plan shall be administered by the Committee or its designee.  The Committee  shall have all powers necessary to administer the Plan, including but not limited to, the power: to  construe and interpret the Plan’s documents; to decide all questions relating to an Employee’s  employment status and eligibility to participate in the Plan; to make adjustments to the  limitations on payroll deductions set forth in Section 7; to employ such other persons as are  necessary for the proper administration of the Plan; and to make all other determinations  necessary or advisable in administering the Plan.  Any construction, interpretation, or application  of the Plan by the Committee shall be final, conclusive and binding.  (b) The Committee shall appoint an officer or other Employee of the Company to  serve as the Plan Administrator. The Plan Administrator shall be authorized to designate other  Employees of the Company to assist him or her in carrying out his or her responsibilities under  the Plan.  The Plan Administrator and his or her designees shall be responsible for the general  administration of the Plan including establishment of operating procedures, enrollment deadlines  and such other matters as the Committee deems necessary for the efficient and proper  administration of the Plan.  (c) The Plan Administrator shall appoint a Plan Service Provider in order to fulfill the  duties of the Plan Service Provider set forth herein.  The Plan Administrator shall also have the  authority to replace any Plan Service Provider he or she has appointed for the Plan with another  Plan Service Provider.  6. Participation in the Plan.    (a) An Eligible Employee may commence or recommence participation in the Plan as  soon as administratively feasible after he or she has enrolled and that enrollment has been  processed by the Plan Service Provider.     (b) An Eligible Employee shall authorize payroll deductions from the Employee’s  Compensation and authorize the Plan Service Provider to establish an employee stock purchase  plan account for the Employee (“ESPP Account”).  (c) A Participating Employee’s contributions will begin in the first pay period that is  administratively practicable after the enrollment has been processed by the Plan Service  Provider.  7. Payroll Deductions and Limitations.    (a) Payroll deductions shall be a percentage of the Participating Employee’s  Compensation for each payroll period as specified by the Participating Employee according to  procedures defined by the Benefits Department.  Payroll deductions for each payroll period shall  not be less than 2% nor more than 10% of Compensation for such payroll period.  Payroll  deduction specifications shall be made in 1% increments.  The Plan Administrator shall have the  power to change these percentage limitations.  





 






  4  (b) The maximum amount that may be contributed by each Participating Employee to  the Plan in any one calendar year is $10,000.  When a Participating Employee’s aggregate  payroll deductions for the calendar year total $10,000, the Participating Employee’s purchases of  Common Stock and payroll deductions under the Plan shall be suspended for the remainder of  the calendar year.  However, the Participating Employee shall continue to be a participant under  the Plan unless he or she elects to stop contributions in the manner described in Section 17 or his  or her participation terminates under Section 18 and the Employee’s purchases of Common  Stock and payroll deductions will be resumed for the first full payroll period of the next calendar  year.   8. Changes in Payroll Deductions.  A Participating Employee may change the  percentage of his or her payroll deductions, according to the procedures defined by the Benefits  Department, subject to the minimum, maximum and allowed increments set forth in Section 7.   The change will be effective as soon as administratively practicable after the change request has  been processed by the Plan Service Provider. A Participating Employee may also elect to stop  making contributions in the manner described in Section 17.  9. Company Matching Contributions.   The Company shall contribute an amount  each month (the “Company Matching Contribution”) towards the purchase of shares for   Participating Employees. Unless modified by the Committee, the amount of the Company  Matching Contribution shall be 15% of each Participating Employee’s contribution.  From time  to time the Committee may modify the amount of the Company Matching Contribution;  provided, however, that the Company Matching Contribution may not exceed 15% of each  Participating Employee’s contribution.  The Company Matching Contribution shall be used to  purchase shares for Participating Employees in accordance with Section 11.  Participating  Employees shall be fully vested in shares purchased with Company Matching Contributions.  10. Purchase Price.  A purchase price for all shares of Common Stock to be  purchased under the Plan shall be determined on a monthly basis.  The purchase price shall apply  to all purchases attributable to a Participating Employee’s payroll deductions for the payroll  periods in the calendar month immediately preceding the date the purchase transactions take  place (the “Payroll Deduction Month”).  The purchase price shall be 100% of the average selling  price of Common Stock on the open market during a two to three day period in which the  purchases are made (the “Purchase Price”).  Such purchase period shall end no later than the last  business day of the month immediately following the Payroll Deduction Month.    11. Method of Purchase. The shares of Common Stock to be purchased under the  Plan shall be purchased once each month on the open market.  The Company shall transmit the  aggregate payroll deductions from the prior month together with the related Company Matching  Contribution and information on each Participating Employee’s contribution to the Plan Service  Provider promptly after the end of each month.  On a date as soon as practicable following  receipt of the funds, the Plan Service Provider shall arrange for the purchase of Common Stock  on the open market.  As soon as practicable after completing the purchase of the shares, the Plan  Service Provider shall credit the ESPP Account for each Participating Employee with as many  shares and fractional interests in shares as the Participating Employee’s contribution and the  Company Matching Contribution will allow, based on the Purchase Price.  Shares purchased  pursuant to both Participating Employee contributions and Company Matching Contributions  





 






  5  made with respect to a calendar year shall be credited to the ESPP Accounts of Participating  Employees no later than March 15 following the end of such calendar year.   12. Dividend Reinvestment.  (a) Each ESPP Account shall be established with the following default dividend  policy.  Cash dividends, if any, paid with respect to the Common Stock held in each ESPP  Account under the Plan shall be automatically reinvested in Common Stock, unless the  Participating Employee directs otherwise.  The Plan Service Provider shall arrange for the  reinvestment of dividends on the open market at the Participating Employee’s expense as soon as  the Plan Service Provider receives the cash dividends.  The Company will not  pay any expenses  associated with reinvesting dividends.  (b) The Committee shall have the right at any time or from time to time upon written  notice to the Plan Service Provider to change the default dividend reinvestment policy for ESPP  Accounts established under the Plan.  13. Rights as a Shareholder.  A Participating Employee shall have the right to vote  full shares of Common Stock held in the Participating Employee’s ESPP Account and the right  to receive annual reports, proxy statements and other documents sent to shareholders of Common  Stock generally; provided, however, that so long as such shares are held for a Participating  Employee by the Plan Service Provider, if a Participating Employee fails to respond in a timely  manner to a request for instructions with respect to voting, the Plan Service Provider shall take  such action with respect to the shares held for the Participating Employee as permitted by the  New York Stock Exchange rules.  To the extent that such rules and applicable law permit, the  Plan Service Provider shall vote shares with respect to which no specific voting instructions are  given in accordance with the recommendations of the Board of Directors of the Company.  By  instructing the Plan Service Provider in accordance with the terms and conditions of the Plan  Agreement (defined below), a Participating Employee shall have the right at any time:  (a) to obtain evidence of the shares of Common Stock credited to the Participating  Employee’s ESPP Account;   (b) to direct that any whole shares of Common Stock credited to the Participating  Employee’s ESPP Account be sold, and that the proceeds, less selling expenses, be remitted to  the Participating Employee; or  (c) to direct that any whole shares of Common Stock credited to the Participating  Employee’s ESPP Account be transferred to an individual brokerage account.  14. Rights Not Transferable.  Rights under the Plan are not assignable or  transferable by a Participating Employee other than by will or by the laws of descent and  distribution and, during the Participating Employee’s lifetime, are exercisable only by the  Participating Employee.  15. Joint Accounts.  Participating Employees may, to the extent permitted by the  Plan Service Provider, establish ESPP Accounts as joint accounts with rights therein as  prescribed under applicable state law.  





 






  6  16. Certain Adjustments in the Case of Stock Dividends or Splits.  The  Committee shall make appropriate adjustments in the number of shares of Common Stock that  may be purchased under the Plan if there are changes in the Common Stock by reason of stock  dividends, stock splits, reverse stock splits, recapitalizations, mergers or consolidations.  17. Stopping Contributions.   (a) A Participating Employee may stop his or her contributions in accordance with  procedures defined by the Benefits Department. Payroll deductions will stop as soon as  administratively practicable. In addition, contributions will be automatically stopped for any  Participating Employee who goes on a leave of absence without pay, effective when the  Employee ceases to be paid by the Company.  (b) After contributions for an Employee have been stopped, the Plan Service Provider  will leave the ESPP Account open and the Committee reserves the right to charge the Employee  any account fees resulting from the ESPP Account left open.  Shares may be left in the ESPP  Account or the Employee may sell the shares or request evidence of ownership thereof.  If  dividends are being paid and reinvested at the time of withdrawal, they will continue to be  reinvested (if paid) unless the Employee requests the Plan Service Provider to pay them in cash.   The Employee may also ask the Plan Service Provider to close the ESPP Account.  (c) An Employee for whom contributions have been stopped may start contributions  again pursuant to Section 6 at any time when the Employee is an Eligible Employee.  18. Termination of Participation in the Plan. An Employee’s participation in the  Plan shall terminate when the Employee ceases to be employed by the Company, whether by  reason of retirement, termination of employment, death, or otherwise (“Terminated Participant”).   Payroll deductions shall cease immediately or as soon as administratively feasible after the Plan  Service Provider processes the termination.  Purchases shall be made for the calendar month in  which the last payroll deduction is made in accordance with Section 11.  The Terminated  Participant may elect to: (i) obtain evidence of the whole shares of Common Stock credited to his  or her ESPP Account; (ii)  direct the Plan Service Provider to sell all whole shares of Common  Stock credited to his or her ESPP Account and remit the proceeds, less selling expenses, to the  Terminated Participant, or (iii) direct the Plan Service Provider to transfer all whole shares of  Common Stock credited to his or her ESPP Account to an individual brokerage account.  In any  event, the Plan Service Provider will sell any fractional interest held in the Terminated  Participant’s ESPP Account to the Company and remit the proceeds of such sale, less selling  expenses to the Terminated Participant.  In the event of an Employee’s death, the distribution  shall be made to the Employee’s designated beneficiary or, in the absence of a designated  beneficiary, to the Employee’s estate, in accordance with procedures established by the Plan  Service Provider.  19. Amendment of the Plan. The Committee may, at any time, or from time to time,  amend the Plan in any respect; provided, however, that the Company shall obtain shareholder  approval of an amendment to the extent necessary to comply with any applicable law, regulation  or stock exchange rule.  





 






  7  20. Termination of the Plan.  The Plan and all rights of Employees hereunder shall  terminate:  (a) on the last business day of any month that Participating Employees become  entitled to purchase a number of shares of Common Stock greater than the number of shares  remaining unpurchased out of the total number of authorized shares under Section 3; or  (b) at any earlier date at the discretion of the Board of Directors of the Company.  In the event that the Plan terminates under circumstances described in (a) above, the Common  Stock remaining unpurchased as of the termination date shall be allocated to Participating  Employees for purchase on a pro rata basis.  Upon termination of the Plan, ESPP Accounts shall  remain open subject to the same limitations and conditions set forth in the second paragraph of  Section 17.  21. ESPP Account.  The relationship between the Plan Service Provider and each  Participating Employee shall be governed by a separate agreement of terms and conditions  between them (“Plan Agreement”).  In electing to participate in the Plan, a Participating  Employee shall be deemed to have accepted the terms of the Plan Agreement.    22. Payment of Expenses.  The Company shall pay all expenses associated with  purchases under the Plan, including brokerage commissions, if any.    23. Notices.  Any notice or instruction to be given to the Company shall be in writing  and delivered by hand, Company office mail or U.S. mail to the address below:  CarMax, Inc.  c/o Secretary, CarMax, Inc.  12800 Tuckahoe Creek Parkway  Richmond, Virginia  23238  Any signature submitted to the Company electronically or by facsimile will have the same force  and effect as an original signature.  24. Government and Other Regulations.  The Plan, and the rights to purchase  Common Stock hereunder, and the Company’s obligation to sell and deliver Common Stock  hereunder shall be subject to all applicable federal, state and foreign laws, rules and regulations,  and to such approvals by any regulatory or government agency as may, in the opinion of counsel  for the Company, be required.  Any provision of this Plan that violates or conflicts with Section  409A of the Internal Revenue Code of 1986, as amended, shall be null and void and of no effect.  25. Severability.   If any provision of this Plan is not valid or enforceable, that  validity or enforceability shall not affect the remaining provisions of the Plan.  26. Indemnification of Committee.  Service on the Committee shall constitute  service as a member of the Board of Directors of the Company so that members of the  Committee shall be entitled to indemnification and reimbursement as members of the Board of  Directors of the Company pursuant to its Articles of Incorporation and Bylaws.  





 






27. Tax Matters.  (a) Each Employee shall make provision satisfactory to the Plan Administrator  for payment of any taxes required by law to be withheld in respect of the purchase or  disposition of Common Stock. In the Plan Administrator's discretion and subject to  applicable law, such tax obligations may be paid in whole or in part by the withholding or  delivery of shares of Common Stock, including shares purchased under this Plan, valued at  fair market value on the date of withholding or delivery. The Company may, to the extent  permitted by law, deduct any such tax obligations from any payment of any kind otherwise  due to the Employee.    (b) The Company does not represent or guarantee that any particular federal,  state, or local income or payroll tax consequence will result to Participating Employees as  a result of participation in the Plan.  28. Designation of Beneficiary. An Eligible or Participating Employee may file  a written designation of a beneficiary in the manner prescribed by the Plan Administrator to  receive shares of Common Stock or cash allocated to the Employee's ESPP Account in the  event of the Employee's death. In the absence of a beneficiary designation, or if the  designated beneficiary has predeceased the Employee, the Company shall deliver the shares  of Common Stock and cash allocated to the Employee's ESPP Account to the executor or  administrator of the Participating Employee's estate.  29. Governing Law. The Plan shall be construed, enforced, and  administered in accordance with the laws of the Commonwealth of Virginia to the  extent such laws are not preempted by federal law.  IN WITNESS HEREOF, this plan has been executed as of the 13th day of July, 2022.        CARMAX, INC.        By:  /s/ Enrique Mayor-Mora          Name: Enrique Mayor-Mora  Title: EVP and Chief Financial Officer                          8