exhibit101.htm


    
      
        

      

EXHIBIT 10.1

      CARMAX, INC.

      2002
STOCK INCENTIVE PLAN

      (AS
AMENDED AND RESTATED MARCH 27, 2009)

      


       

      1.           Purpose. The purpose of this
CarMax, Inc. 2002 Stock Incentive Plan (the “Plan”) is to further the long term
stability and financial success of CarMax, Inc. (the “Company”) by attracting
and retaining key employees of the Company through the use of stock incentives.
It is believed that ownership of Company Stock will stimulate the efforts of
those employees upon whose judgment and interest the Company is and will be
largely dependent for the successful conduct of its business. It is also
believed that Incentive Awards granted to employees under this Plan will
strengthen their desire to remain with the Company and will further the
identification of those employees’ interests with those of the Company’s
shareholders.

       

      2.           Definitions. As used in the
Plan, the following terms have the meanings indicated:

       

      (a)           “Act”
means the Securities Exchange Act of 1934, as amended.

      


      (b)           “Applicable
Withholding Taxes” means the minimum aggregate amount of federal, state and
local income and payroll taxes that the Company is required by applicable law to
withhold in connection with any Incentive Award.

      


      (c)           “Board”
means the Board of Directors of the Company.

      


      (d)           “Change
of Control” means the occurrence of either of the following events: (i) any
individual, entity or group (as defined in Section 13(d)(3) of the Act) becomes,
or obtains the right to become, the beneficial owner (as defined in Rule
13(d)(3) under the Act) of Company securities having 20% or more of the combined
voting power of the then outstanding securities of the Company that may be cast
for the election of directors to the Board of the Company (other than as a
result of an issuance of securities initiated by the Company in the ordinary
course of business); or (ii) as the result of, or in connection with, any cash
tender or exchange offer, merger or other business combination, sale of assets
or contested election, or any combination of the foregoing transactions, the
persons who were directors of the Company before such transactions shall cease
to constitute a majority of the Board or of the board of directors of any
successor to the Company.

      


      (e)           “Code”
means the Internal Revenue Code of 1986, as amended. A reference to any
provision of the Code shall include reference to any successor or replacement
provision of the Code.

      


      (f)           “Committee”
means the committee appointed by the Board as described under Section
14.

      


      (g)           “Company”
means CarMax, Inc., a Virginia corporation.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (h)           “Company
Stock” means the common stock of the Company. In the event of a change in the
capital structure of the Company, the shares resulting from such a change shall
be deemed to be Company Stock within the meaning of the Plan.

      


      (i)           “Date
of Grant” means the date on which an Incentive Award is granted by the
Committee.

      


      (j)           “Disability”
or “Disabled” means, as to an Incentive Stock Option, a disability within the
meaning of Code Section 22(e)(3), and, as to a Restricted Stock Unit, a
disability within the meaning of Code Section 409A(a)(2)(C).  As to
all other forms of Incentive Awards, the Committee shall determine whether a
disability exists and such determination shall be conclusive.

      


      (k)           “Fair
Market Value” means, for any given date, the fair market value of the Company
Stock as of such date, as determined by the Committee on a basis consistently
applied based on actual transactions in Company Stock on the exchange on which
it generally has the greatest trading volume.

      


      (l)           “Incentive
Award” means, collectively, the award of an Option, Stock Appreciation Right or
Restricted Award under the Plan.

      


      (m)           “Incentive
Stock Option” means an Option intended to meet the requirements of, and qualify
for favorable federal income tax treatment under, Code Section 422.

      


      (n)           “Mature
Shares” means shares of Company Stock for which the holder thereof has good
title, free and clear of all liens and encumbrances and which such holder either
(i) has held for at least six (6) months or (ii) has purchased on the open
market.

      


      (o)           “Maturity
Date” means, with respect to a Restricted Stock Unit, the date upon which all
restrictions set forth in Section 6(b) with respect to such Restricted Stock
Unit have lapsed or been removed pursuant to Section 6(g) or Section
6(h).

      


      (p)           “Nonstatutory
Stock Option” means an Option that does not meet the requirements of Code
Section 422 or, even if meeting the requirements of Code Section 422, is not
intended to be an Incentive Stock Option and is so designated.

      


      (q)           “Officer”
means a person who is an officer of the Company within the meaning of Section 16
of the Act.

      


      (r)           “Option”
means a right to purchase Company Stock granted under Section 7 of the Plan, at
a price determined in accordance with the Plan.

      


      (s)           “Parent”
means, with respect to any corporation, a parent of that corporation within the
meaning of Code Section 424(e).

      


      (t)           “Participant”
means any employee who receives an Incentive Award under the
Plan.


      
        
           


        

        
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      (u)           “Reload
Feature” means a feature of an Option described in a Participant’s stock option
agreement that authorizes the automatic grant of a Reload Option in accordance
with the provisions of Section 9(e).

      


      (v)           “Restricted
Award” means, collectively, the award of Restricted Stock or Restricted Stock
Units.

      


      (w)           “Reload
Option” means an Option automatically granted to a Participant equal to the
number of shares of Mature Shares delivered by the Participant in payment of the
exercise price of an Option having a Reload Feature.

      


      (x)           “Restricted
Stock” means Company Stock awarded upon the terms and subject to the
restrictions set forth in Section 6.

      


      (y)           “Restricted
Stock Unit” means an award granted upon the terms and subject to the
restrictions and limitations set forth in Section 6 that entitles the holder to
receive a payment equal to the Fair Market Value of a share of Company Stock on
the Maturity Date.

      


      (z)           “Rule
16b-3” means Rule 16b-3 adopted pursuant to Section 16(b) of the Act. A
reference in the Plan to Rule 16b-3 shall include a reference to any
corresponding rule (or number redesignation) of any amendments to Rule 16b-3
adopted after the effective date of the Plan’s adoption.

      


      (aa)           “Stock
Appreciation Right” means a right to receive amounts from the Company awarded
upon the terms and subject to the restrictions set forth in Section
8.

      


      (bb)           “Subsidiary”
means any business entity (including, but not limited to, a corporation,
partnership or limited liability company) of which a company directly or
indirectly owns one hundred percent (100%) of the voting interests of the entity
unless the Committee determines that the entity should not be considered a
Subsidiary for purposes of the Plan. If a company owns less than one hundred
percent (100%) of the voting interests of the entity, the entity will be
considered a Subsidiary for purposes of the Plan only if the Committee
determines that the entity should be so considered. For purposes of Incentive
Stock Options, Subsidiary shall be limited to a subsidiary within the meaning of
Code Section 424(f).

      


      (cc)           “10%
Shareholder” means a person who owns, directly or indirectly, stock possessing
more than 10% of the total combined voting power of all classes of stock of the
Company or any Parent or Subsidiary of the Company. Indirect ownership of stock
shall be determined in accordance with Code Section 424(d).

      


      3.           General. Incentive Awards may
be granted under the Plan in the form of Options, Stock Appreciation Rights and
Restricted Awards. Options granted under the Plan may be Incentive Stock Options
or Nonstatutory Stock Options. The provisions of the Plan referring to Rule
16b-3 shall apply only to Participants who are subject to Section 16 of the
Act.

       

       

      
        
          
          

        

        
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      4.           Stock. Subject to Section 13
of the Plan, there shall be reserved for issuance under the Plan an aggregate of
33,500,000 shares of Company Stock, which shall be authorized, but unissued
shares. Subject to Section 13 of the Plan, no more than 3,000,000 shares of
Company Stock may be allocated to the Incentive Awards that are granted to any
one Participant during any single calendar year. Shares of Company Stock that
have not been issued under the Plan and that are allocable to Incentive Awards
or portions thereof that expire or otherwise terminate unexercised may again be
subjected to an Incentive Award under the Plan. Similarly, if any shares of
Restricted Stock issued pursuant to the Plan are reacquired by the Company as a
result of a forfeiture of such shares pursuant to the Plan, such shares may
again be subjected to an Incentive Award under the Plan. For purposes of
determining the number of shares of Company Stock that are available for
Incentive Awards under the Plan, such number shall include the number of shares
of Company Stock under an Incentive Award surrendered by a Participant or
retained by the Company in payment of Applicable Withholding
Taxes.  Restricted Stock Units shall reduce the number of shares of
Company Stock available for Incentive Awards under the Plan only to the extent
such Restricted Stock Units are paid in shares of Company Stock.

      


      5.           Eligibility.

      


      (a)           All
present and future employees of the Company (or any Parent or Subsidiary of the
Company, whether now existing or hereafter created or acquired) shall be
eligible to receive Incentive Awards under the Plan. The Committee shall have
the power and complete discretion, as provided in Section 14, to select which
employees shall receive Incentive Awards and to determine for each such
Participant the terms and conditions, the nature of the award and the number of
shares or units to be allocated to each Participant as part of each Incentive
Award.

      


      (b)           The
grant of an Incentive Award shall not obligate the Company or any Parent or
Subsidiary of the Company to pay a Participant any particular amount of
remuneration, to continue the employment of the Participant after the grant or
to make further grants to the Participant at any time thereafter.

      


      6.           Restricted
Awards.

      


      (a)           Whenever
the Committee deems it appropriate to grant a Restricted Award, notice shall be
given to the Participant stating the number of shares of Restricted Stock or
number of Restricted Stock Units for which the Restricted Award is granted and
the terms and conditions to which the Restricted Award is subject. This notice
may be given in writing or in electronic form and shall be the award agreement
between the Company and the Participant. A Restricted Award may be made by the
Committee in its discretion without cash consideration.

      


      (b)           A
Restricted Award issued pursuant to the Plan shall be subject to the following
restrictions:

      


      (i)           None
of such shares or units may be sold, assigned, transferred, pledged,
hypothecated, or otherwise encumbered or disposed of until the restrictions on
such shares or units shall have lapsed or shall have been removed pursuant to
paragraph (g) or (h) below.


      
        
           


        

        
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      (ii)           The
restrictions on such shares or units must remain in effect and may not lapse for
a period of three years beginning on the Date of Grant, except as provided under
paragraph (g) or (h) in the case of Disability, retirement, death or a Change in
Control.

      


      (iii)           If
a Participant ceases to be employed by the Company or a Parent or Subsidiary of
the Company, the Participant shall forfeit to the Company any Restricted Awards,
the restrictions on which shall not have lapsed or shall not have been removed
pursuant to paragraph (g) or (h) below, on the date such Participant shall cease
to be so employed.

      


      (iv)           The
Committee may establish such other restrictions on such shares or units that the
Committee deems appropriate, including, without limitation, events of forfeiture
and performance requirements for the vesting of awards.

      


      (c)           Upon
the acceptance by a Participant of an award of Restricted Stock, such
Participant shall, subject to the restrictions set forth in paragraph (b) above,
have all the rights of a shareholder with respect to the shares of Restricted
Stock subject to such award of Restricted Stock, including, but not limited to,
the right to vote such shares of Restricted Stock and the right to receive all
dividends and other distributions paid thereon. Certificates, if any,
representing Restricted Stock shall bear a legend referring to the restrictions
set forth in the Plan and the Participant’s award agreement. If shares of
Restricted Stock are issued without certificates, notice of the restrictions set
forth in the Plan and the Participant’s Award Agreement must be given to the
shareholder in the manner required by law.

      


      (d)           Each
Restricted Stock Unit shall entitle the Participant, on the Maturity Date, to
receive from the Company an amount equal to the Fair Market Value on the
Maturity Date of one share of Company Stock subject to any limitations or
enhancements on such value as the Committee may set forth in the notice of the
Restricted Stock Unit award.

      


      (e)           The
manner in which the Company’s obligation arising on the Maturity Date of a
Restricted Stock Unit shall be paid and date of payment shall be determined by
the Committee and shall be set forth in the Participant’s Restricted Stock Unit
agreement.  The Committee may provide for payment in Company Stock or
cash or a fixed combination of Company Stock and cash, or the Committee may
reserve the right to determine the manner of payment at the time the payment is
made.  Shares of Company Stock issued as payment for a Restricted
Stock Unit shall be valued at Fair Market Value on the Maturity Date subject to
any limitations or enhancements on such value as the Committee may set forth in
the notice of the Restricted Stock Unit award.

      


      (f)           A
Participant receiving an award of Restricted Stock Units shall not possess any
rights of a shareholder with respect to the Restricted Stock Units and shall be
entitled to receive payments equivalent to dividends and other distributions
paid on shares of Company Stock only to the extent set forth in the Restricted
Stock Unit agreement.

      


      (g)           The
Committee shall establish as to each Restricted Award the terms and conditions
upon which the restrictions set forth in paragraph (b) above shall lapse. Such
terms and conditions may include, without limitation, the lapsing of such
restrictions as a result of the Disability, death or retirement of the
Participant or the occurrence of a Change of Control.


      
        
           


        

        
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      (h)           Notwithstanding
the forfeiture provisions of paragraph (b)(iii) above, the Committee may at any
time, in its sole discretion, accelerate the time at which any or all
restrictions will lapse or remove any and all such restrictions.

      


      (i)           Each
Participant shall agree at the time his Restricted Award is granted, and as a
condition thereof, to pay to the Company or make arrangements satisfactory to
the Company regarding the payment to the Company of, Applicable Withholding
Taxes. Until such amount has been paid or arrangements satisfactory to the
Company have been made, no stock certificates free of a legend reflecting the
restrictions set forth in paragraph (b) above shall be issued to such
Participant for Restricted Stock.  If Restricted Stock is being issued
to a Participant without the use of a stock certificate, the restrictions set
forth in paragraph (b) shall be communicated to the shareholder in the manner
required by law. As an alternative to making a cash payment to the Company to
satisfy Applicable Withholding Taxes for Restricted Stock, if the grant so
provides, or the Committee by separate action so permits, the Participant may
elect to (i) deliver Mature Shares or (ii) have the Company retain that number
of shares of Company Stock that would satisfy all or a specified portion of the
Applicable Withholding Taxes. Any such election shall be made only in accordance
with procedures established by the Committee. The Committee has the express
authority to change any election procedure it establishes at any
time.  Applicable Withholding Taxes attributable to Restricted Stock
Units may be withheld from the payment by the Company to the Participant for
such Restricted Stock Units.

      


      7.           Stock Options.

      


      (a)           Whenever
the Committee deems it appropriate to grant Options, notice shall be given to
the Participant stating the number of shares for which Options are granted, the
Option price per share, whether the Options are Incentive Stock Options or
Nonstatutory Stock Options, the extent, if any, to which Stock Appreciation
Rights are granted, and the conditions to which the grant and exercise of the
Options are subject. This notice may be given in writing or in electronic form
and shall be the stock option agreement between the Company and the
Participant.

      


      (b)           The
exercise price of shares of Company Stock covered by an Incentive Stock Option
shall be not less than 100% of the Fair Market Value of such shares on the Date
of Grant; provided that if an Incentive Stock Option is granted to an employee
who, at the time of the grant, is a 10% Shareholder, then the exercise price of
the shares covered by the Incentive Stock Option shall be not less than 110% of
the Fair Market Value of such shares on the Date of Grant.

      


      (c)           The
exercise price of shares of Company Stock covered by a Nonstatutory Stock Option
shall be not less than 100% of the Fair Market Value of such shares on the Date
of Grant.

      


      (d)           Options
may be exercised in whole or in part at such times as may be specified by the
Committee in the Participant’s stock option agreement; provided that the
exercise provisions for Incentive Stock Options shall in all events not be more
liberal than the following provisions:

      


      (i)           No
Incentive Stock Option may be exercised after the first to occur
of:


      
        
           


        

        
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      (x)           Ten
years (or, in the case of an Incentive Stock Option granted to a 10%
Shareholder, five years) from the Date of Grant,

      


      (y)           Three
months following the date of the Participant’s termination of employment with
the Company and any Parent or Subsidiary of the Company for reasons other than
death or Disability; or

      


      (z)           One
year following the date of the Participant’s termination of employment by reason
of death or Disability.

      


      (ii)           Except
as otherwise provided in this paragraph, no Incentive Stock Option may be
exercised unless the Participant is employed by the Company or a Parent or
Subsidiary of the Company at the time of the exercise and has been so employed
at all times since the Date of Grant. If a Participant’s employment is
terminated other than by reason of death or Disability at a time when the
Participant holds an Incentive Stock Option that is exercisable (in whole or in
part), the Participant may exercise any or all of the then exercisable portion
of the Incentive Stock Option (to the extent exercisable on the date of
termination) within three months after the Participant’s termination of
employment. If a Participant’s employment is terminated by reason of his
Disability at a time when the Participant holds an Incentive Stock Option that
is exercisable (in whole or in part), the Participant may exercise any or all of
the then exercisable portion of the Incentive Stock Option (to the extent
exercisable on the date of Disability) within one year after the Participant’s
termination of employment. If a Participant’s employment is terminated by reason
of his death at a time when the Participant holds an Incentive Stock Option that
is exercisable (in whole or in part), the then exercisable portion of the
Incentive Stock Option may be exercised (to the extent exercisable on the date
of death) within one year after the Participant’s death by the person to whom
the Participant’s rights under the Incentive Stock Option shall have passed by
will or by the laws of descent and distribution.

      


      (iii)           An
Incentive Stock Option, by its terms, shall be exercisable in any calendar year
only to the extent that the aggregate Fair Market Value (determined at the Date
of Grant) of the Company Stock with respect to which Incentive Stock Options are
exercisable for the first time during the calendar year does not exceed $100,000
(the “Limitation Amount”). Incentive Stock Options granted under the Plan and
all other plans of the Company and any Parent or Subsidiary of the Company shall
be aggregated for purposes of determining whether the Limitation Amount has been
exceeded. The Committee may impose such conditions as it deems appropriate on an
Incentive Stock Option to ensure that the foregoing requirement is met. If
Incentive Stock Options that first become exercisable in a calendar year exceed
the Limitation Amount, the excess Options will be treated as Nonstatutory Stock
Options to the extent permitted by law.

      


      (e)           The
Committee may, in its discretion, grant Options that by their terms become fully
exercisable upon a Change of Control notwithstanding other conditions on
exercisability in the stock option agreement.


      
        
           


        

        
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      8.           Stock Appreciation
Rights.

      


      (a)           Whenever
the Committee deems it appropriate, Stock Appreciation Rights may be granted in
connection with all or any part of an Option, either concurrently with the grant
of the Option or, if the Option is a Nonstatutory Stock Option, by an amendment
to the Option at any time thereafter during the term of the Option. Stock
Appreciation Rights may be exercised in whole or in part at such times and under
such conditions as may be specified by the Committee in the Participant’s stock
option agreement. The following provisions apply to all Stock Appreciation
Rights that are granted in connection with Options:

      


      (i)           Stock
Appreciation Rights shall entitle the Participant, upon exercise of all or any
part of the Stock Appreciation Rights, to surrender to the Company unexercised
that portion of the underlying Option relating to the same number of shares of
Company Stock as is covered by the Stock Appreciation Rights (or the portion of
the Stock Appreciation Rights so exercised) and to receive in exchange from the
Company an amount equal to the excess of (x) the Fair Market Value on the date
of exercise of the Company Stock covered by the surrendered portion of the
underlying Option over (y) the exercise price of the Company Stock covered by
the surrendered portion of the underlying Option. The Committee may limit the
amount that the Participant will be entitled to receive upon exercise of the
Stock Appreciation Right.

      


      (ii)           Upon
the exercise of a Stock Appreciation Right and surrender of the related portion
of the underlying Option, the Option, to the extent surrendered, shall not
thereafter be exercisable.

      


      (iii)           The
Committee may, in its discretion, grant Stock Appreciation Rights in connection
with Options which by their terms become fully exercisable upon a Change of
Control, which Stock Appreciation Rights shall only be exercisable following a
Change of Control. The underlying Option may provide that such Stock
Appreciation Rights shall be payable solely in cash. The terms of the underlying
Option shall provide the method by which the value of the Company Stock on the
date of exercise shall be calculated based on one of the following
alternatives:

      

        (x)           
the Fair Market Value of the Company Stock on the day of exercise;

        


        (y)           the
highest closing price of the Company Stock on the exchange on which it is then
traded, during the 90 days immediately preceding the Change of Control;
or

        


        (z)        
   the greater of (x) or (y).

      

       

      (iv)           Subject
to any further conditions upon exercise imposed by the Committee, a Stock
Appreciation Right shall be exercisable only to the extent that the related
Option is exercisable, and shall expire no later than the date on which the
related Option expires.

      



      
        
           


        

        
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      (v)           A
Stock Appreciation Right may only be exercised at a time when the Fair Market
Value of the Company Stock covered by the Stock Appreciation Right exceeds the
exercise price of the Company Stock covered by the underlying
Option.

    

     

     

    (b)           Whenever
the Committee deems it appropriate, Stock Appreciation Rights may be granted
without related Options. The terms and conditions of the award shall be set
forth in a Stock Appreciation Rights agreement between the Company and the
Participant in written or electronic form. The following provisions apply to all
Stock Appreciation Rights that are granted without related Options:

    


    (i)           Stock
Appreciation Rights shall entitle the Participant, upon the exercise of all or
any part of the Stock Appreciation Rights, to receive from the Company an amount
equal to the excess of (x) the Fair Market Value on the date of exercise of the
Company Stock covered by the surrendered Stock Appreciation Rights over (y) the
Fair Market Value on the Date of Grant of the Company Stock covered by the Stock
Appreciation Rights. The Committee may limit the amount that the Participant may
be entitled to receive upon exercise of the Stock Appreciation
Right.

    


    (ii)           Stock
Appreciation Rights shall be exercisable, in whole or in part, at such times as
the Committee shall specify in the Participant’s Stock Appreciation Rights
agreement.

    


    (c)           The
manner in which the Company’s obligation arising upon the exercise of a Stock
Appreciation Right shall be paid shall be determined by the Committee and shall
be set forth in the Participant’s stock option agreement (if the Stock
Appreciation Rights are related to an Option) or Stock Appreciation Rights
agreement. The Committee may provide for payment in Company Stock or cash, or a
fixed combination of Company Stock or cash, or the Committee may reserve the
right to determine the manner of payment at the time the Stock Appreciation
Right is exercised. Shares of Company Stock issued upon the exercise of a Stock
Appreciation Right shall be valued at their Fair Market Value on the date of
exercise.

    


    9.           Method of Exercise of Options and
Stock Appreciation Rights.

    


    (a)           Options
and Stock Appreciation Rights may be exercised by the Participant by giving
notice of the exercise to the Company, stating the number of shares the
Participant has elected to purchase under the Option or the number of Stock
Appreciation Rights he has elected to exercise. In the case of a purchase of
shares under an Option, such notice shall be effective only if accompanied by
the exercise price in full paid in cash; provided that, if the terms of an
Option so permit, or the Committee by separate action so permits, the
Participant may (i) deliver Mature Shares (valued at their Fair Market Value on
the date of exercise) in satisfaction of all or any part of the exercise price,
(ii) to the extent permitted under applicable laws and regulations, deliver a
properly executed exercise notice together with irrevocable instructions to a
broker to exercise all or part of the Option, sell a sufficient number of shares
of Company Stock to cover the exercise price, Applicable Withholding Taxes (if
required by the Committee) and other costs and expenses associated with such
sale and deliver promptly the amount necessary to pay the exercise price and any
Applicable Withholding Taxes or (iii) request that the Company reduce the number
of shares of Company Stock issued by the number of shares having an aggregate
Fair Market Value equal to the aggregate exercise price. The Participant shall
not be entitled to make payment of the exercise price other than in cash unless
provisions for an alternative payment method are included in the Participant’s
stock option agreement or are agreed to in writing by the Company with the
approval of the Committee prior to exercise of the Option.

    


    
      
        
           


        

        
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    (b)           The
Company may place on any certificate representing Company Stock issued upon the
exercise of an Option or a Stock Appreciation Right any legend deemed desirable
by the Company’s counsel to comply with federal or state securities laws, and
the Company may require of the participant a customary written indication of his
investment intent. Until the Participant has made any required payment,
including any Applicable Withholding Taxes, and has had issued to him a
certificate for the shares of Company Stock acquired, he shall possess no
shareholder rights with respect to the shares.

    


    (c)           Each
Participant shall agree as a condition of the exercise of an Option or a Stock
Appreciation Right to pay to the Company Applicable Withholding Taxes, or make
arrangements satisfactory to the Company regarding the payment to the Company of
such amounts. Until Applicable Withholding Taxes have been paid or arrangements
satisfactory to the Company have been made, no stock certificate shall be issued
upon the exercise of an Option or a Stock Appreciation Right.

    


    As an
alternative to making a cash payment to the Company to satisfy Applicable
Withholding Taxes if the Option or Stock Appreciation Rights agreement so
provides, or the Committee by separate action so provides, a Participant may
elect to (i) deliver Mature Shares or (ii) have the Company retain that number
of shares of Company Stock that would satisfy all or a specified portion of the
Applicable Withholding Taxes. Any such election shall be made only in accordance
with procedures established by the Committee.

    


    (d)           Notwithstanding
anything herein to the contrary, if the Company is subject to Section 16 of the
Act, Options and Stock Appreciation Rights shall always be granted and exercised
in such a manner as to conform to the provisions of Rule 16b-3.

    


    (e)           If
a Participant exercises an Option that has a Reload Feature by delivering Mature
Shares in payment of the exercise price, the Participant shall automatically be
granted a Reload Option. At the time the Option with a Reload Feature is
awarded, the Committee may impose such restrictions on the Reload Option as it
deems appropriate, but in any event the Reload Option shall be subject to the
following restrictions:

    


    (i)           The
exercise price of shares of Company Stock covered by a Reload Option shall be
not less than 100% of the Fair Market Value of such shares on the Date of Grant
of the Reload Option;

    


    (ii)           If
and to the extent required by Rule 16b-3, or if so provided in the Option
agreement, a Reload Option shall not be exercisable within the first six months
after it is granted; provided that, subject to the terms of the Participant’s
stock option agreement, this restriction shall not apply if the Participant
becomes Disabled or dies during the six-month period;

    


    (iii)           The
Reload Option shall be subject to the same restrictions on exercisability
imposed on the underlying Option (possessing the Reload Feature) that was
exercised unless the Committee specifies different limitations;

    


    
      
        
           


        

        
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    (iv)           The
Reload Option shall not be exercisable until the expiration of any retention
holding period imposed on the disposition of any shares of Company Stock covered
by the underlying Option (possessing the Reload Feature) that was exercised;
and

    


    (v)           The
Reload Option shall not have a Reload Feature.

    


    10.           Nontransferability of Incentive
Awards. Incentive Awards shall not be transferable unless so provided in
the award agreement or an amendment to the award agreement; provided, however,
that no transfer for value or consideration will be permitted without the prior
approval of the Company’s shareholders. Options and Stock Appreciation Rights
which are intended to be exempt under Rule 16b-3 (to the extent required by Rule
16b-3 at the time of grant or amendment of the award agreement), by their terms,
shall not be transferable by the Participant except by will or by the laws of
descent and distribution and shall be exercisable, during the Participant’s
lifetime, only by the Participant or by his guardian or legal
representative.

    


    11.           Effective Date of the Plan and
Transition.

    


    (a)           This
Plan shall be effective as of the date of separation between the Company and
Circuit City Stores, Inc., and shall be submitted to the shareholders of Circuit
City Stores, Inc. for approval prior to the separation. No Option or Stock
Appreciation Right shall be exercisable and no Company Stock shall be issued
under the Plan until (i) the Plan has been approved by shareholders, (ii) shares
issuable under the Plan have been registered with the Securities and Exchange
Commission and accepted for listing on the New York Stock Exchange upon notice
of issuance, and (iii) the requirements of any applicable state securities laws
have been met.

    


    (b)           As
of the date of separation between the Company and Circuit City Stores, Inc.,
this Plan shall assume obligations, including outstanding awards, from the
Circuit City Stores, Inc. 1988 Stock Incentive Plan and the Circuit City Stores,
Inc. 1994 Stock Incentive Plan with respect to employees of the Company or
otherwise, to the extent provided in an agreement between the Company and
Circuit City Stores, Inc.

    


    12.           Termination, Modification,
Change. If not sooner terminated by the Board, this Plan shall terminate
at the close of business on the day immediately preceding the tenth anniversary
of the date of separation between the Company and Circuit City Stores, Inc. No
Incentive Awards shall be granted under the Plan after its termination. The
Board may terminate the Plan or may amend the Plan in such respects as it shall
deem advisable; provided that, if and to the extent required by the Code or Rule
16b-3, no change shall be made that increases the total number of shares of
Company Stock reserved for issuance pursuant to Incentive Awards granted under
the Plan (except pursuant to Section 13), expands the class of persons eligible
to receive Incentive Awards, or materially increases the benefits accruing to
Participants under the Plan unless such change is authorized by the shareholders
of the Company. Notwithstanding the foregoing, the Board may unilaterally amend
the Plan and Incentive Awards as it deems appropriate to ensure compliance with
Rule 16b-3 and to cause Incentive Awards to meet the requirements of the Code,
including Code Sections 162(m) and 422, and regulations thereunder. Except as
provided in the preceding sentence, a termination or amendment of the Plan shall
not, without the consent of the Participant, adversely affect a Participant’s
rights under an Incentive Award previously

    


    
      
        
           


        

        
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    granted
to him. In no event shall any change be made to the Plan that permits repricing
of Options unless such change is authorized by the shareholders of the
Company.

    


    13.           Change in Capital
Structure.

    


    (a)           In
the event of a stock dividend, stock split or combination of shares,
recapitalization, merger in which the Company is the surviving corporation,
reorganization, reincorporation, consolidation, or other change in the Company’s
capital stock without the receipt of consideration by the Company (including,
but not limited to, the creation or issuance to shareholders generally of
rights, options or warrants for the purchase of common stock or preferred stock
of the Company), the number and kind of shares of stock or securities of the
Company to be subject to the Plan and to Incentive Awards then outstanding or to
be granted thereunder, the aggregate and individual maximum number of shares or
securities which may be delivered under the Plan pursuant to Section 4, and the
exercise price and other terms and relevant provisions of Incentive Awards shall
be appropriately adjusted by the Committee, whose determination shall be binding
on all persons; provided, however, that no adjustment of an outstanding Option
or Stock Appreciation Right may be made that would create a deferral of income
or a modification, extension or renewal of such Option or Stock Appreciation
Right under Code Section 409A except as may be permitted in applicable Treasury
Regulations. If the adjustment would produce fractional shares with respect to
any Restricted Award or unexercised Option or Stock Appreciation Right, the
Committee may adjust appropriately the number of shares covered by the Incentive
Award so as to eliminate the fractional shares.

    


    (b)           If
the Company is a party to a consolidation or merger in which the Company is not
the surviving corporation, a transaction that results in the acquisition of
substantially all of the Company’s outstanding stock by a single person or
entity, or a sale or transfer of substantially all of the Company’s assets, the
Committee may take such actions with respect to outstanding Incentive Awards as
the Committee deems appropriate.

    


    (c)           Any
determination made or action taken under this Section 13 by the Committee shall
be final and conclusive and may be made or taken without the consent of any
Participant.

    


    14.           Administration Of The Plan.
The Plan shall be administered by a Committee, which shall be appointed by the
Board, consisting of not less than three members of the Board. Subject to
paragraph (e) below, the Committee shall be the Compensation Committee of the
Board unless the Board shall appoint another Committee to administer the Plan.
The Committee shall have general authority to impose any limitation or condition
upon an Incentive Award that the Committee deems appropriate to achieve the
objectives of the Incentive Award and the Plan and, without limitation and in
addition to powers set forth elsewhere in the Plan, shall have the following
specific authority:

    


    (a)           The
Committee shall have the power and complete discretion to determine (i) which
eligible employees shall receive an Incentive Award and the nature of the
Incentive Award, (ii) the number of shares of Company Stock to be covered by
each Incentive Award, (iii) whether Options shall be Incentive Stock Options or
Nonstatutory Stock Options, (iv) when, whether and to what extent Stock
Appreciation Rights shall be granted in connection with Options, (v)
the

    


    
      
        
           


        

        
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    Fair
Market Value of Company Stock, (vi) the time or times when an Incentive Award
shall be granted, (vii) whether an Incentive Award shall become vested over a
period of time and when it shall be fully vested, (viii) when Options or Stock
Appreciation Rights may be exercised, (ix) whether a Disability exists, (x) the
manner in which payment will be made upon the exercise of Options or Stock
Appreciation Rights, (xi) conditions relating to the length of time before
disposition of Company Stock received upon the exercise of Options or Stock
Appreciation Rights is permitted, (xii) whether to approve a Participant’s
election (A) to deliver Mature Shares to satisfy Applicable Withholding Taxes or
(B) to have the Company withhold from the shares to be issued upon the exercise
of a Nonstatutory Stock Option or a Stock Appreciation Right the number of
shares necessary to satisfy Applicable Withholding Taxes, (xiii) the terms and
conditions applicable to Restricted Awards, (xiv) the terms and conditions on
which restrictions upon Restricted Awards shall lapse, (xv) whether to
accelerate the time at which any or all restrictions with respect to Restricted
Awards will lapse or be removed, (xvi) notice provisions relating to the sale of
Company Stock acquired under the Plan, and (xvii) any additional requirements
relating to Incentive Awards that the Committee deems appropriate.
Notwithstanding the foregoing, no “tandem stock options” (where two stock
options are issued together and the exercise of one option affects the right to
exercise the other option) may be issued in connection with Incentive Stock
Options. The Committee shall have the power to amend the terms of previously
granted Incentive Awards so long as the terms as amended are consistent with the
terms of the Plan and provided that the consent of the Participant is obtained
with respect to any amendment that would be detrimental to the Participant,
except that such consent will not be required if such amendment is for the
purpose of complying with Rule 16b-3 or any requirement of the Code applicable
to the Incentive Award.

    


    (b)           The
Committee may adopt rules and regulations for carrying out the Plan. The
interpretation and construction of any provision of the Plan by the Committee
shall be final and conclusive. The Committee may consult with counsel, who may
be counsel to the Company, and shall not incur any liability for any action
taken in good faith in reliance upon the advice of counsel.

    


    (c)           A
majority of the members of the Committee shall constitute a quorum, and all
actions of the Committee shall be taken by a majority of the members present.
Any action may be taken by a written instrument signed by all of the members,
and any action so taken shall be fully effective as if it had been taken at a
meeting.

    


    (d)           The
Board from time to time may appoint members previously appointed and may fill
vacancies, however caused, in the Committee. If a Committee of the Board is
appointed to serve as the Committee, such Committee shall have, in connection
with the administration of the Plan, the powers possessed by the Board,
including the power to delegate a subcommittee of the administrative powers the
Committee is authorized to exercise, subject, however, to such resolutions, not
inconsistent with the provisions of the Plan, as may be adopted from time to
time by the Board.

    


    


    
      
        
           


        

        
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      (e)           
To the extent permitted by applicable law, the Committee may delegate to one or
more Officers the authority to do one or both of the following:
(i) designate Participants who are not Officers to be recipients of
Incentive Awards, and (ii) determine the number of shares of Company
Stock or units to be subject to such Incentive Awards granted to such
Participants; provided, however, that the Committee’s
delegation of this authority shall specify the total number of shares of Company
Stock or units subject to such delegation, and that, in no event, shall such
Officer grant an Incentive Award to himself or herself.  All other
terms and conditions of any Incentive Award made pursuant to this delegation of
authority shall be determined by the Committee.

    

    


    (f)           All
members of the Committee must be “outside directors” as described in Code
Section 162(m). In addition, all members of the Committee must be “non-employee
directors” as defined in Rule 16b-3.

    


    15.           Notice. All notices and other
communications required or permitted to be given under this Plan shall be in
writing and shall be deemed to have been duly given if delivered personally or
mailed first class, postage prepaid, as follows:

    


    (a)           If
to the Company—at its principal business address to the attention of the
Secretary;

    


    (b)           If
to any Participant—at the last address of the Participant known to the sender at
the time the notice or other communication is sent.

    


    16.           Shareholder Rights. No
Participant shall be deemed to be the holder of, or to have any of the rights of
a holder with respect to, any shares of Company Stock subject to an Incentive
Award unless and until such Participation has satisfied all requirements under
the terms of the Incentive Award.

    


    17.           No Employment or Other Service
Rights. Nothing in the Plan or any instrument executed or Incentive Award
granted under the Plan shall confer upon any Participant any right to continue
to serve the Company (or a Parent or Subsidiary of the Company) in the capacity
in effect at the time the Incentive Award was granted or shall affect the right
of the Company (or a Parent or Subsidiary of the Company) to terminate the
employment of a Participant with or without notice and with or without
cause.

    


    18.           Interpretation. The terms of
the Plan shall be governed by the laws of the Commonwealth of Virginia, without
regard to conflict of law provisions at any jurisdiction. The terms of this Plan
are subject to all present and future regulations and rulings of the Secretary
of the Treasury or his delegate relating to the qualification of Incentive Stock
Options under the Code. If any provision of the Plan conflicts with any such
regulation or ruling, then that provision of the Plan shall be void and of no
effect. As to all Incentive Stock Options and all Nonstatutory Stock Options
with an exercise price of at least 100% of Fair Market Value of the Company
Stock on the Date of Grant, this Plan shall be interpreted for such Options to
be excluded from applicable employee remuneration for purposes of Code Section
162(m).

    


    
      
        
           


        

        
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    IN
WITNESS HEREOF, this instrument has been executed as of the 27th day of
March, 2009.

     

     

    
      
        	 
      	
                
                  CARMAX,
      INC.

                

              
	 
      	 
      
	 
      	 
      
	
                 

              	
                By:
      /s/ Keith D.
      Browning

              
	 
      	
                Keith
      D. Browning

              
	 
      	
                Executive
      Vice President &

              
	 
      	
                Chief
      Financial Officer

              


      

       

      


       




     

     

     

    


     

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