exhibit101-severanceagre






   1  CONFIDENTIAL  SEVERANCE AGREEMENT      THIS SEVERANCE AGREEMENT (the “Agreement”) is entered into as of November  1, 2017, by and between CarMax, Inc., a Virginia corporation, for itself and on behalf of its  subsidiaries and affiliates (hereafter referred to collectively as “CarMax”), and Charles J. Wilson  (hereafter referred to as the “Associate”).      WHEREAS, CarMax and the Associate desire to agree upon the terms, conditions,  compensation and benefits of the Associate’s employment;    WHEREAS, CarMax recognizes that the Associate has developed or will continue to  develop an intimate knowledge of and experience with respect to the business of CarMax;    WHEREAS, the Associate has developed or will develop and/or has or will come in  contact with CarMax’s proprietary and confidential information that is not readily available to  the public, and which is of great importance to CarMax and is treated by CarMax as secret and  confidential information; and    WHEREAS, upon execution of this Agreement, any prior severance or employment  agreement, if any, between the Associate and CarMax, whether oral or written, will have no  force and effect with respect to the terms and conditions of the Associate’s employment with  CarMax and will be replaced and superseded by the terms of this Agreement.    NOW, THEREFORE, in consideration of the Associate’s employment and continued  employment by CarMax and the mutual covenants and agreements of the parties set forth in this  Agreement, and of other good and valuable consideration, the receipt and sufficiency of which  are hereby acknowledged, CarMax and the Associate, intending to be legally bound, agree as  follows:    Article 1.  Term.     The Associate’s employment with CarMax shall continue until such time as the  Associate’s employment is terminated by either party in accordance with Article 7 of this  Agreement or the Associate’s term of employment is extended or shortened by a subsequent  written agreement duly executed by the Associate and CarMax.    Article 2.  Duties and Responsibilities.       CarMax shall employ the Associate in the position of Executive Vice President and Chief  Operating Officer.1 The specific duties of such position are set forth in the then-current written  job description for such position and are incorporated herein by reference.  The Associate  acknowledges and agrees to perform those job duties and/or such other job duties that may be  assigned to the Associate or required of the Associate by CarMax.  In the event that the    1 Mr. Wilson’s title was updated by the CarMax, Inc. Board of Directors (the “Board”), effective November 14,  2022.   





 






   2  CONFIDENTIAL  Associate accepts a new or different position with CarMax or receives a new position title, (i) the  Associate acknowledges and agrees to perform such new job duties, if any, as may be assigned to  the Associate or required of the Associate by CarMax and (ii) this Agreement shall remain in full  force and effect.    Article 3.  Standard of Care.    3.1  General. During the term of this Agreement, the Associate shall devote his full  business time, attention, knowledge and skills to CarMax’s business and interests.  The Associate  covenants, warrants, and represents that he shall:    (a) devote his best efforts and talents to the performance of his employment  obligations and duties for CarMax;    (b) exercise the highest degree of loyalty and the highest standards of conduct in the  performance of his duties;    (c) observe and conform to the rules, regulations, and policies established or issued  by CarMax; and    (d) observe and conform to the law in the performance of his employment obligations  and duties for CarMax.    3.2 Forfeiture and Return of Incentive Compensation. It is CarMax's expectation that  the Associate will discharge his duties hereunder with utmost attention to the standards set forth  in Section 3.1. In the event the CarMax, Inc. Board of Directors ("Board") determines that the  Associate has engaged in conduct constituting Cause (as defined in Section 7.4), which conduct  directly results in the filing of a restatement of any financial statement previously filed with the  Securities and Exchange Commission (or other governmental agency) under the Federal  securities laws, the Associate shall immediately (i) forfeit all unpaid Affected Compensation (as  defined below) and (ii) upon demand by CarMax repay to CarMax all Affected Compensation  received or realized by the Associate together with interest at the prime rate in effect from time  to time as reported in The Wall Street Journal; provided, however, that the forfeiture and  repayment provisions of this Section 3.2 shall only apply where the Board makes a good faith  determination that the Associate's conduct constituting Cause also constitutes one or more of  the following acts or omissions:  (a) The Associate has committed a material breach of this Agreement, which  breach was not cured or waived by CarMax, within ten (10) days of receipt by  the Associate of notice from CarMax specifying the breach;  (b) The Associate intentionally fails to perform his duties, engages in intentional  misconduct or intentionally refuses to abide by or comply with the directives  of the Board, CarMax's Chief Executive Officer, or CarMax's policies and  procedures, as applicable, which actions continued for a period of ten (10)  days after receipt by the Associate of notice of the need to cure or cease;  





 






   3  CONFIDENTIAL  (c) The Associate has willfully violated a material requirement of CarMax's code  of conduct or breached his fiduciary duty to CarMax;    (d) The Associate’s conviction of (or a plea of guilty or nolo contendere to) a  felony or any crime involving moral turpitude, dishonesty, fraud, theft or  financial impropriety; or  (e) The Associate has engaged in illegal conduct, embezzlement or fraud with  respect to the business or affairs of CarMax.  For purposes of this Section 3.2, "Affected Compensation" means any payment to the  Associate, any award or vesting of any equity or other short-term or long-term incentive  compensation to the Associate, or any before-tax proceeds of a sale of previously awarded equity  compensation realized by the Associate, in any instance in which (i) the payment, award or vesting  of the foregoing was expressly conditioned upon the achievement of certain financial results that  were subsequently the subject of such restatement, and (ii) a lesser amount of payment, award or  vesting or before-tax proceeds of a sale of any of the foregoing would have been made to, vested  in or otherwise earned or realized by, the Associate based upon such restated financial results.    Article 4.  Other Employment.    The Associate shall not, during the term of this Agreement, be interested directly or  indirectly, in any manner, as partner, officer, director, advisor, employee, or in any other  capacity, in any other business similar to CarMax’s business for the Associate’s personal  advantage or benefit or that of others; provided, further, the Associate agrees to obtain CarMax’s  prior written consent before engaging in any other occupation for compensation (actual or  expected) while employed by CarMax.  Such consent may be granted or withheld, in CarMax’s  absolute discretion; provided, however, such consent will not be required where such other  occupation for compensation does not (i) in any manner infringe upon the Associate’s job duties  or the time or attention required to perform such duties, (ii) relate to any other business similar to  CarMax’s business or (iii) have a detrimental effect on CarMax’s business, as determined in  CarMax’s absolute discretion.       Article 5.  Compensation and Benefits.    As remuneration for all services to be rendered by the Associate during the term of this  Agreement, and as consideration for complying with the covenants herein, CarMax shall pay and  provide to the Associate the following:    5.1. Base Salary.   The Associate shall be paid an annual salary of $625,000.002 (the “Base  Salary”), payable biweekly in the amount of $24,038.46 (the “Biweekly Amount”),  subject to applicable federal, state, and local withholding and any performance-based  adjustments made by CarMax.  In the event that the Associate accepts a new or different    2 Mr. Wilson’s updated base salary was approved by the Compensation and Personnel Committee of the Board,  effective November 14, 2022.    





 






   4  CONFIDENTIAL  position with CarMax or accepts a new position title, CarMax, in its sole discretion, may  adjust the Base Salary and Biweekly Amount.    5.2 Bonus.  (a) The Associate is eligible to participate in CarMax’s performance-based bonus  plan, as such plan may exist from time to time during the term of this Agreement  and as defined and applied to the Associate’s position.   (b) The award and amount of any bonus shall be determined (i) under CarMax’s then- current performance-based bonus plan and (ii) at the absolute discretion of  CarMax.     5.3 Long Term Incentives.  During the term, the Associate shall be eligible to participate in  CarMax’s 2002 Stock Incentive Plan (or any successor incentive plan thereto) to the  extent that the CarMax Compensation Committee, in its sole discretion, determines is  appropriate.  5.4 401(k) Plan.  During the term of this Agreement, the Associate shall be entitled to  participate in CarMax’s 401(k) plan, subject to the eligibility and participation  requirements of such plan.    5.5 Welfare Benefit Plans.  During the term of this Agreement, the Associate and/or the  Associate’s family will be eligible to participate in and will receive benefits under  CarMax’s then-current welfare benefit plans, policies and programs (the “Welfare  Plans”) to the extent such Welfare Plans are made available to other CarMax associates  who are professionally similarly situated to the Associate (the “Peer Associates”), subject  to the eligibility requirements and other provisions of such Welfare Plans.  The benefits  available pursuant to such Welfare Plans may include group term life insurance,  comprehensive health and major medical insurance, dental insurance, and short-term and  long-term disability benefits.    5.6 Vacation.  During the term of this Agreement, the Associate will be entitled to paid  vacation each fiscal year in accordance with then-current CarMax Time Away  Guidelines.    5.7 Right to Change Plans.  Nothing herein shall obligate CarMax to institute, maintain, or  refrain from changing, amending, or discontinuing any benefit plan, policy program, or  guideline so long as such changes are similarly applicable to the Peer Associates.    Article 6.  Expenses.    During the term of this Agreement, CarMax shall pay or reimburse the Associate for  reasonable travel and business expenses incurred by the Associate in furtherance of CarMax  business and in accordance with the then-current CarMax travel and expense policy and any  other applicable policies, upon submission to CarMax of vouchers or receipts reflecting such  expenses.  





 






   5  CONFIDENTIAL  Article 7.  Employment Termination.    The Associate’s employment with CarMax may be terminated in accordance with any of  the following provisions:    7.1 Termination by Death.    (a) In the event the Associate’s employment ends by reason of the Associate’s death  during the term of this Agreement, the Associate’s benefits shall be determined in  accordance with the then-current CarMax survivor’s benefits, insurance, and/or  other applicable programs.  Further, stock options and grants, including  performance-based grants, will become vested and exercisable by the Associate,  the Associate’s personal representatives, distributees, legatees, or estate in  accordance with the terms and conditions of the applicable stock grant or option  award agreement.  (b) The date of termination due to death shall be the Associate’s date of death.  Upon  the date of termination, CarMax shall be obligated to pay the Associate’s  beneficiary or estate any Base Salary that was accrued but not yet paid as of the  date of termination plus all other vested rights and benefits that the Associate is  entitled to pursuant to this Agreement and other CarMax plans and programs.    7.2 Voluntary Termination by the Associate.  The Associate may terminate employment at  any time by giving at least thirty (30) days prior written notice to his immediate  supervisor.  During the notice period, the Associate shall fulfill all required job duties and  responsibilities and cooperate and assist in the training of a replacement, if any.  CarMax  reserves the right to require the Associate to discontinue working for CarMax at any time  during the thirty (30) day notice period, but shall pay the Associate the amount the  Associate would have earned during any non-working portion of the remaining thirty (30)  day notice period in accordance with Article 5.1, in addition to any other benefits to  which the Associate has a vested right on the last day of employment; provided, however,  that the Associate shall forfeit any bonus with respect to the fiscal year in which his  voluntary termination under this Article 7.2 occurs.  Subject to Section 7.5, CarMax  thereafter shall have no further obligations under this Agreement.    7.3 Voluntary Termination by CarMax.  CarMax may terminate the Associate’s  employment at any time and for any reason other than death or Cause (as defined below),  by providing the Associate with at least thirty (30) days prior written notice.  CarMax  reserves the right to require the Associate to discontinue working for CarMax during the  thirty (30) day notice period, but shall pay the Associate the amount the Associate would  have earned during any non-working portion of the remaining thirty (30) day notice  period in accordance with Article 5.1, in addition to any other benefits to which the  Associate has a vested right on the last day of employment.  After the thirty (30) day  notice period, the Associate shall receive thirty-nine (39) biweekly payments equal to the  Biweekly Amount less applicable federal, state, and local withholdings; provided  however that CarMax’s obligation to provide such thirty-nine (39) biweekly payments is  subject to the Associate’s compliance with (a) Articles 8, 9, 10 and 11 of this Agreement  





 






   6  CONFIDENTIAL  and (b) delivery to CarMax of an executed Agreement and General Release, which shall  be substantially in the form attached hereto as Exhibit A (with such changes or additions  as needed under then applicable law to give effect to its intent and purpose) (the  “Agreement and General Release”) within twenty-one (21) days of presentation thereof  by CarMax to the Associate.  Any amounts due following a termination of employment  under this Agreement shall not be due until after the expiration of any revocation period  applicable to the Agreement and General Release without the Associate having revoked  such Agreement and General Release.  CarMax thereafter shall have no further  obligations under this Agreement.    7.4 Voluntary Termination by CarMax For Cause.  Nothing in this Agreement shall be  construed to prevent CarMax from terminating the Associate’s employment under this  Agreement, without notice or liability, for Cause.  For purposes of this Agreement,  “Cause” means that CarMax has any reason to believe any of the following:      (a) the Associate has committed fraud, misappropriation of funds or property,  embezzlement or other similar acts of dishonesty;    (b) the Associate has been convicted of a felony or other crime involving moral  turpitude (or pled nolo contendere thereto);     (c) the Associate has used, possessed or distributed any illegal drug;     (d) the Associate has committed any misconduct that may subject CarMax to criminal  or civil liability;     (e) the Associate has breached the Associate’s duty of loyalty to CarMax, including,  without limitation, the misappropriation of any of CarMax’s corporate  opportunities;     (f) the Associate has committed a serious violation or violations of any CarMax  policy or procedure;     (g) the Associate has committed a violation of any term of this Agreement;     (h) the Associate refuses to follow the lawful instructions of CarMax management;     (i) the Associate has committed any material misrepresentation in the employment  application process;     (j) the Associate has committed deliberate actions, including neglect or failure to  perform the job, which are contrary to the best interest of CarMax; or    (k) the Associate has continually failed to perform substantially his duties with  CarMax.    





 






   7  CONFIDENTIAL  If the Associate’s employment is terminated for Cause during the term of this Agreement,  this Agreement will terminate without further obligation of CarMax to the Associate  other than the payment to the Associate of his Base Salary through the date of  termination for Cause.  The Associate shall immediately thereafter forfeit all rights and  benefits he would otherwise have been entitled to receive under this Agreement.      7.5   Good Reason Termination during Change in Control Employment Period.  (a)  For purposes of this Section 7.5, the defined terms set forth below shall have the  following meanings:   (i) “Change in Control” means, as related to CarMax, Inc. (the “CarMax  Parent”), the occurrence of either of the following events: (i) a third person, including  a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as  amended, becomes, or obtains the right to become, the beneficial owner of CarMax  Parent securities having twenty percent (20%) or more of the combined voting power  of the then outstanding securities of the CarMax Parent that may be cast for the  election of directors to the Board of the CarMax Parent (other than as a result of an  issuance of securities initiated by the CarMax Parent 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  CarMax Parent before such transactions shall cease to constitute a majority of the  board or of the board of directors of any successor to the CarMax Parent.  (ii) “Asset Sale” shall mean a sale of all or substantially all of the assets of the  CarMax Parent in a single transaction or a series of related transactions.  (iii) “Change in Control Date” shall mean the date on which a Change in Control  or Asset Sale occurs.  (iv) “Change in Control Employment Period” shall mean the period beginning on  the Change in Control Date and ending on the second (2nd) anniversary of such date  provided an Associate is employed by CarMax on such Change in Control Date.    (v) “Good Reason” shall mean, without the Associate’s express written consent,  the occurrence of any one (1) or more of the following:  (1) A material reduction in the Associate’s Base Salary or target  annual bonus;  (2) A material reduction in the Associate’s duties or authority, (except  in connection with the termination of the Associate’s employment (x) for Cause  or disability, (y) as a result of the Associate’s death or retirement or (z) by the  Associate other than for Good Reason);   





 






   8  CONFIDENTIAL  (3) The Associate being required to relocate to a principal place of  employment more than thirty-five (35) miles from the CarMax Parent’s  headquarters;  (4) The failure of the CarMax Parent to obtain an agreement from any  successor to all or substantially all of the assets or business of the CarMax Parent  to assume and agree to perform this Agreement within fifteen (15) days after a  merger, consolidation, sale or similar transaction.  Notwithstanding anything herein to the contrary, for purposes of this Agreement, any  determination of Good Reason must satisfy the materiality requirement under Treasury  Regulation § 1.409A-1(n)(2)(i), any successor thereto and other applicable guidance.  (b)  At any time during the Change in Control Employment Period, the Associate may  terminate his employment for Good Reason upon notice to CarMax.  Such notice shall  state the intended date of termination and shall be given to CarMax at least forty-five (45)  days prior to such date and shall set forth in detail the facts and circumstances claimed to  provide grounds for such termination.  CarMax shall have the right to cure the facts and  circumstances giving rise to such grounds for termination for Good Reason.  If CarMax  does not so cure within the forty-five (45) day notice period, then the Associate’s  employment shall terminate on the date of termination stated in the notice.    (c)  Notwithstanding Article 7.2, in the event of the Associate’s voluntary termination of  employment for Good Reason during the Change in Control Employment Period, the  Associate shall receive thirty-nine (39) biweekly payments equal to the Biweekly  Amount less applicable federal, state, and local withholdings; provided however that  CarMax’s obligation to provide such thirty-nine (39) biweekly payments is subject to the  Associate’s compliance with (i) Articles 8, 9, 10 and 11 of this Agreement and  (ii) delivery to CarMax of an executed Agreement and General Release within twenty- one (21) days of presentation thereof by CarMax to the Associate.  Any amounts due  following a termination of employment under this Agreement shall not be due until after  the expiration of any revocation period applicable to the Agreement and General Release  without the Associate having revoked such Agreement and General Release.  CarMax  thereafter shall have no further obligations under this Agreement.  Article 8.  Covenant Not to Compete.        The terms and provisions contained in this Article 8 comprise a covenant not to compete  (the “Covenant Not to Compete”).  The Associate acknowledges and agrees as follows:    8.1  CarMax operates a unique business concept regarding the sale and servicing of new and  used vehicles in a highly competitive industry.     8.2 CarMax’s competitors have attempted to duplicate CarMax’s business concept in various  markets throughout the United States, including markets where CarMax does not  currently have a business location, and may continue to do so.    





 






   9  CONFIDENTIAL  8.3 In connection with the Associate’s employment with CarMax, he will receive access to,  and training regarding, CarMax’s business concept and will, accordingly, acquire  commercially valuable knowledge of and insight into CarMax’s operations and CarMax’s  proprietary and confidential information, any of which if made available to any  Competitor (as defined below) could place CarMax at a competitive disadvantage.       8.4 In order to protect CarMax’s legitimate business interests from Competitors (as defined  below) and to protect CarMax’s critical interest in its proprietary and confidential  information, the Associate covenants and agrees as follows:    During the Associate’s employment with CarMax and for a period of twenty-four (24)  months following the last day of the Associate’s employment (the “Restricted Period”),  the Associate will not, directly or indirectly, compete with CarMax by acting “in a  competitive capacity” (as defined below), for, or on behalf of, any person or entity  operating or developing, during the Restricted Period, a business that provides or intends  to provide activities, products or services that are the same or substantially similar to, and  competitive with, the business of CarMax as of Associate’s last day of employment with  CarMax (each, a “Competitor”) within any Metropolitan Statistical Area (as defined by  the United States Office of Management and Budget) in which CarMax has a retail store  site as of Associate’s last day of employment.  Such Competitors include, but are not  limited to: Sonic Automotive, Inc.; Lithia Motors, Inc.; Group 1 Automotive, Inc.;  AutoNation, Inc.; Penske Automotive Group, Inc.; Asbury Automotive Group, Inc.;  Hendrick Automotive Group;  Auction Direct USA, L.P.; Car Sense Inc; AutoAmerica,  Inc.; Left Gate Property Holding, Inc. d/b/a Texas Direct Auto; Off Lease Only, Inc.;  Carvana, LLC; Carvana Group, LLC; AutoMatch USA, LLC; DriveTime Car Sales  Company, LLC; DriveTime Automotive Group, Inc.; CarLotz, Inc.; Hertz Global  Holdings, Inc.; Enterprise Holdings, Inc.; Avis Budget Group, Inc.; Cox Automotive,  Inc.; Classified Ventures, LLC; TrueCar, Inc.; Edmunds.com, Inc.; Dealertrack  Technologies, Inc.; Dealer Dot Com, Inc.; CarGurus, LLC; Blinker, Inc.; and Beepi, Inc.,  and any automotive retail operation affiliated with, owned, operated, or controlled by  Berkshire Hathaway Inc.; Home Depot, Inc.; Lowe’s Companies, Inc.; Target  Corporation; Wal-Mart Stores, Inc.; Sears Holdings Corporation; Carrefour S.A.; Costco  Wholesale Corporation; Royal Dutch Shell plc; Exxon Mobil Corporation; Chevron  Corporation; and/or Gulliver International Co., Ltd.    8.5 A business, including any Competitor, or any of its respective subsidiaries or affiliates,  will not be considered to be in competition with CarMax for purposes of Article 8 if the  business, or operating unit of the business, or its respective subsidiaries or affiliates, by  which the Associate will be or is employed (i) does not have within the twenty-four (24)  months preceding the Associate’s termination of employment with CarMax, annual gross  revenues (calculated on a rolling 12-month basis) of at least $5,000,000 derived from the  sale and servicing of new or used vehicles; or (ii) is not projected (by the business or  operating unit of the business) to have within the twenty-four (24) months following the  Associate’s termination of employment with CarMax, annual gross revenues (regardless  of how calculated) of at least $5,000,000 derived from the sale and servicing of new or  used vehicles.    





 






   10  CONFIDENTIAL  8.6 Acting “in a competitive capacity” shall mean providing to a Competitor, directly or  indirectly, the same or substantially similar services that the Associate provided to  CarMax at any time during Associate’s last twenty-four (24) months of employment.    8.7 Nothing herein shall prevent or restrict the Associate from working for any person in any  role or in any capacity that is not in competition with CarMax.       8.8 Notwithstanding the foregoing, nothing herein shall be deemed to prevent or limit the  right of the Associate to invest in the capital stock or other securities of any corporation  whose stock or securities are regularly traded on any public exchange.    8.9 The Associate and CarMax have examined in detail the Covenant Not to Compete  contained in this Article 8 and each agrees that the restraint imposed upon the Associate  is reasonable in light of the legitimate business interests of CarMax and is not unduly  harsh or burdensome with respect to the Associate’s ability to earn a livelihood.  If any  provision of the Covenant Not to Compete relating to the time period, geographic area or  scope of restricted activities shall be declared by a court of competent jurisdiction to  exceed the maximum time period, geographic area or scope of activities, as applicable,  that such court deems reasonable and enforceable, then such time period, geographic area  or scope of activities shall be deemed to be, and thereafter shall become, the maximum  time period, scope of activities or largest geographic area that such court deems  reasonable and enforceable and this Agreement shall automatically be considered to have  been amended and revised to reflect such determination.    8.10 The Associate and CarMax acknowledge that the Associate’s services are of a special,  extraordinary, and intellectual character that gives the Associate unique value, and that  CarMax’s business is highly competitive, and that violation of the Covenant Not to  Compete provided herein would cause immediate, immeasurable, and irreparable harm,  loss, and damage to CarMax not adequately compensable by a monetary award.  In the  event of any breach or threatened breach by the Associate of the Covenant Not to  Compete, CarMax shall be entitled to such equitable and injunctive relief as may be  available to restrain the Associate from violating the provisions hereof.  Nothing herein  shall be construed as prohibiting CarMax from pursuing any other remedies available at  law or in equity for such breach or threatened breach, including the recovery of damages  and the immediate termination of the employment of the Associate hereunder for Cause.    Article 9.  Non-Solicitation of Employees.    The Associate agrees that during the Associate’s employment with CarMax and for a  period of twenty-four (24) months following the last day of the Associate’s employment, the  Associate shall not, directly or indirectly, solicit or induce, or attempt to solicit or induce, any  employee of CarMax with whom the Associate had material business-related contact on behalf  of CarMax, to leave employment with CarMax for any reason whatsoever (the “Covenant Not to  Solicit”).  For purposes of this Article 9, employee shall mean any individual employed by  CarMax.        





 






   11  CONFIDENTIAL  Article 10.  Confidentiality.    The terms and provisions contained in this Article 10 comprise a covenant of  confidentiality (the “Covenant of Confidentiality”).    The Associate understands and agrees that any and all Protected Information is the  property of CarMax and is essential to the protection of CarMax’s goodwill and to the  maintenance of CarMax’s competitive position and accordingly should be kept secret.  For  purposes of this Agreement, “Protected Information” means trade secrets, confidential and  proprietary business information of or about CarMax, and any other information of CarMax,  including technical data, processes, know-how, financial data, analyses, forecasts, plans,  operations information and data, customer lists (including potential customers) and information,  marketing plans, materials and information, product and service information, accounts and  billings information, sales transaction data, sales documents and information, discoveries, ideas,  concepts, designs, drawings, specifications, techniques, models, information systems data and  materials, computer software or hardware, data analyses and compilations, source code, object  code, documentation, diagrams, flow charts, research, procedures, methods, systems, programs,  price lists, pricing policies, supplier and distributor information, sources of supply, internal  memoranda, promotional plans, internal policies, purchasing information, operating methods and  procedures, training materials, and any products and services which may be developed from time  to time by CarMax and its agents or employees, including the Associate; provided, however, that  information that is in the public domain (other than as a result of a breach of this Agreement),  approved for release by CarMax or lawfully obtained from third parties who are not bound by a  confidentiality agreement with CarMax, is not Protected Information.  CarMax has advised the Associate and the Associate acknowledges that it is the policy of  CarMax to maintain as secret and confidential all Protected Information, and that Protected  Information has been and will be developed at substantial cost to and effort by CarMax.  The  Associate agrees to hold in strict confidence and safeguard any and all Protected Information  accessed or accessible by the Associate during the Associate’s employment.  The Associate shall  not, without the prior written consent of CarMax, at any time, directly or indirectly, divulge,  furnish, use, disclose or make accessible to any person, firm, corporation, association, or other  entity (otherwise than as may be required in the regular course of the Associate’s employment  with CarMax), any Protected Information, or cause any such Protected Information to enter the  public domain.  Nothing contained in this Article 10 is intended to reduce in any way the protection  available to CarMax pursuant to the Uniform Trade Secrets Act as adopted in Virginia or any  other state or other applicable laws that prohibit the misuse or disclosure of confidential or  proprietary information.  Unless lengthened by the application of the Virginia Uniform Trade  Secrets Act or other applicable law, the restrictions in Article 10 shall remain in effect during  Associate’s employment and for five (5) years thereafter.      Article 11.  Return of CarMax Property.     Upon the termination (for any reason) of the Associate’s employment with CarMax, the  Associate shall deliver promptly to CarMax all CarMax property including, without limitation,  





 






   12  CONFIDENTIAL  any automobiles, equipment, credit cards, keys, building access cards, identification, cellular  phones, computers, software, CD ROMs, customer lists, and all Protected Information as defined  in Article 10 of this Agreement.  The Associate further agrees not to take or extract any portion  of any such information and/or materials in written, computer, electronic or any other  reproducible form.    Article 12.  Monies Owed.      To the extent that the Associate owes CarMax any monies at the time of termination of  employment, the Associate authorizes and agrees to have CarMax withhold such amounts owed  from the Associate’s final paycheck, to the maximum extent permitted by applicable law.    Article 13.  Work Product.      (a) All work product prepared by the Associate in connection with performing job  duties for CarMax shall be the sole property of CarMax.  CarMax shall have full  and exclusive rights to use, reproduce, publish, or otherwise profit from such  work product, as CarMax deems appropriate. The Associate agrees to assist  CarMax, or any agent designated by CarMax, at any time and at no cost to the  Associate, in obtaining any patents, copyrights, trademarks or other forms of legal  protection for any such work product.    (b) To the extent that any work product is deemed in any way to fall within the  definition of “work made for hire,” as such term is defined in 17 U.S.C. § 101,  such work product shall be considered “work made for hire,” the copyright of  which shall be owned solely, completely and exclusively by CarMax.    (c) For the purpose of this Agreement, the term “work product” includes, but is not  limited to, reports, manuals, inventions, improvements, designs, formulae,  processes, techniques, methods, computer software, proposals, technical  solutions, patents, training materials, other works of authorship, innovations, and  enhancements created by the Associate or the Associate’s staff.    Article 14.  Dispute Resolution.       Except for actions initiated by CarMax to enjoin a breach by the Associate, and/or  recover damages from the Associate, related to the Covenant Not to Compete (Article 8), the  Covenant Not to Solicit (Article 9) or the Covenant of Confidentiality (Article 10) (collectively,  the “Restrictive Covenants”), which action(s) CarMax may bring in an appropriate court of law  or equity, any disagreement between the Associate and CarMax concerning anything covered by  this Agreement or concerning other terms or conditions of the Associate’s employment or the  termination of the Associate’s employment will be settled by final and binding arbitration  pursuant to CarMax’s Dispute Resolution Rules and Procedures in effect at the time the  disagreement or dispute arises or at the time of termination in the event the Associate’s  employment terminated.  The decision of the arbitrator will be final and binding on both the  Associate and CarMax and may be enforced in a court of appropriate jurisdiction.    





 






   13  CONFIDENTIAL    Article 15.  General Provisions.    15.1 Notices.  If CarMax needs to send any notices to the Associate in connection with this  Agreement, it will send such notice to the Associate’s address of record, as shown in  CarMax’s most recent payroll records.  The Associate shall send any similar notices to  CarMax at:      CarMax, Inc.    Attention: Corporate Secretary     12800 Tuckahoe Creek Parkway    Richmond, VA 23238    15.2 Amendments and Entire Agreement.  This Agreement may not be amended except by  a writing executed by CarMax and the Associate.  This Agreement constitutes the entire  agreement of CarMax and the Associate relating to the subject matter hereof and  supersedes all prior oral and written understandings and agreements relating to such  subject matter.  The terms and conditions of the Associate’s employment shall, to the  extent not addressed or described in this Agreement, be governed by CarMax’s then- current policies and procedures and existing practices.    15.3 Successors and Assigns.  The Associate hereby consents to CarMax’s assignment of this  Agreement to any affiliate, subsidiary or parent of CarMax at any time.  Any other  assignment by either party of the rights and obligations of such party hereunder shall not  be made without the prior written consent of such other party.    15.4 Severability.  All provisions of this Agreement shall be applicable only to the extent that  they do not violate any applicable law, and are intended to be limited to the extent  necessary so that they will not render this Agreement invalid, illegal or unenforceable  under any applicable law.  If any provision of this Agreement or any application thereof  shall be held to be invalid, illegal or unenforceable, the validity, legality and  enforceability of other provisions of this Agreement or of any other application of such  provision shall in no way be affected thereby.  The Restrictive Covenants shall be  severable, and if any of them is held invalid because of its duration, scope of area or  activity, or any other reason, the parties agree that such covenant shall be adjusted or  modified by the court to the extent necessary to cure that invalidity, and the modified  covenant shall thereafter be enforceable as if originally made in this Agreement.    15.5 Attorney’s Fees.  In any action arising under this Agreement, CarMax, so long as it  prevails, shall be entitled to recover its reasonable attorney’s fees and costs.    15.6 Waiver of Rights.  No waiver by CarMax or the Associate of a right or remedy  hereunder shall be deemed to be a waiver of any other right or remedy or of any  subsequent right or remedy of the same kind.    15.7 Restrictive Covenants of the Essence.  The Restrictive Covenants in Articles 8, 9 and  10 of the Agreement are of the essence of this Agreement.  In the event that the Associate  





 






   14  CONFIDENTIAL  has a claim or cause of action against CarMax (whether related to this Agreement or not),  such claim or cause of action, including but not limited to a breach of this Agreement by  CarMax, shall not prevent or otherwise constitute a defense to CarMax’s enforcement of  the Restrictive Covenants and shall not excuse the Associate’s performance of the  Restrictive Covenants.  CarMax shall at all times maintain the right to seek enforcement  of the Restrictive Covenants whether or not CarMax has previously refrained from  seeking enforcement of any such Restrictive Covenant as to the Associate or any other  peer Associate who has signed an agreement with similar covenants.    15.8 Definitions:  Headings and Numbers; Construction.  A term defined in any part of this  Agreement shall have the defined meaning wherever such term is used herein.  The  headings contained in this Agreement are for reference purposes only and shall not affect  in any manner the meaning or interpretation of this Agreement.  Where appropriate to the  context of this Agreement, use of the singular shall be deemed also to refer to the plural,  and use of the plural to the singular.  This Agreement shall be construed and enforced  without any presumption or construction against the party drafting the Agreement.    15.9 Counterparts.  This Agreement may be executed in separate counterparts, each of which  shall be deemed an original but both of which taken together shall constitute but one and  the same instrument.    15.10 Governing Laws and Forum.  This Agreement shall be governed by, construed and  enforced in accordance with the laws of the Commonwealth of Virginia without regard to  conflicts of laws principles thereof.  In the event of any litigation between CarMax and  Associate related to the enforcement or enforceability of the Restrictive Covenants, the  parties agree that the Circuit Court for the County of Henrico, Virginia, shall have  mandatory and exclusive jurisdiction and venue of any such action.    15.11 Grants or Options.  This Agreement does not affect the terms and conditions  controlling, or status of, any stock options or grants of restricted stock which previously  have been or later may be awarded to the Associate.  Any vested stock options or grants  of restricted stock are governed by the terms of the letters by which they were made,  which are incorporated herein by reference as if set forth in full in this Agreement.    15.12 No Encumbrances.  In entering into this Agreement, the Associate certifies that he  possesses the legal capacity to do so, and that his employment with CarMax is not in  violation of any other valid agreement.  The Associate agrees to hold CarMax harmless  from any debts, judgments, or liens that the Associate acquired prior to entering into this  Agreement.  If the Associate is currently involved in, or becomes involved in, a lawsuit  or any other legal proceeding unrelated to CarMax or any of its affiliates, subsidiaries, or  related entities (collectively, the “CarMax Entities”), the Associate warrants that such  CarMax Entities shall have no liability with respect to such lawsuit or legal proceeding  and agrees to fully indemnify the CarMax Entities for any and all fees, costs and other  expenses with respect to any such action.    





 






   15  CONFIDENTIAL  15.13 Opportunity to Review.  The Associate acknowledges that he has read this Agreement  and has had an adequate opportunity to review it and to obtain any legal or financial  advice that the Associate deems appropriate.  The Associate acknowledges that he has  signed this Agreement freely and voluntarily.    Article 16.  Protected Rights.  Notwithstanding any other terms and conditions of this Agreement:     The Associate understands that nothing contained in this Agreement limits the  Associate’s ability to file a charge or complaint with the Equal Employment Opportunity  Commission, the National Labor Relations Board, the Occupational Safety and Health  Administration, the Securities and Exchange Commission or any other federal, state or local  governmental agency or commission (“Government Agencies”). The Associate further  understands that this Agreement does not limit the Associate’s ability to communicate with any  Government Agencies or otherwise participate in any investigation or proceeding that may be  conducted by any Government Agency, including providing documents or other information,  without notice to CarMax. This Agreement does not limit the Associate’s right to receive an  award for information provided to any Government Agencies.      [Signature Page Follows]         





 






   16  CONFIDENTIAL  IN WITNESS WHEREOF, CarMax and the Associate have executed this Agreement as of  November 1, 2017.         By: /s/ Charles J. Wilson      Printed Name: Charles J. Wilson               CarMax, Inc.      By: /s/ Eric M. Margolin     Name: Eric M. Margolin     Title: Executive Vice President, General Counsel and   Corporate Secretary  





 






   17  CONFIDENTIAL      EXHIBIT A    AGREEMENT AND GENERAL RELEASE    This Agreement and General Release (the “Agreement and General Release”), dated as of  _______ __, 20__, is made by and between CarMax, Inc., for itself and its affiliates, subsidiaries,  divisions, successors and assigns in such capacity, and the current, future and former employees,  officers, directors, trustees and agents thereof (collectively referred to throughout this Agreement  as the “Company”) and _______________________ (“Associate”), for him/herself and his/her  heirs, executors, administrators, successors and assigns (together with Associate, collectively  referred to throughout this Agreement and General Release as “Employee”) agree:    1. Last Day of Employment.  The Associate’s last day of employment with the Company is  ____________, 20__.  In addition, effective as of ____________, 20__, the Associate resigns from  the Associate’s position as      of the Company, and will not be eligible for  any benefits or compensation after ____________, 20__, other than as specifically provided in  Article 7, as applicable, of the Severance Agreement between the Company and the Associate  dated as of __________ __, 20__ (“Severance Agreement”) and the Associate’s continued right,  if any, to indemnification and directors and officers liability insurance.  In addition, effective as of  ____________, 20__, the Associate resigns from all offices, directorships, trusteeships, committee  memberships and fiduciary capacities held with, or on behalf of, the Company or any benefit plans  of the Company.  These resignations will become irrevocable as set forth in Section 3 below.  2. Consideration.  The parties acknowledge that this Agreement and General Release is  being executed in accordance with Article 7.3 or 7.5 of the Severance Agreement, between the  Company and the Associate dated as of _____________, 20__ (“Severance Agreement”) and  that this Agreement and General Release is a condition to the receipt by Employee of all  payments and benefits thereunder.  3. Revocation.  The Associate may revoke this Agreement and General Release for a period  of seven (7) calendar days following the day the Associate executes this Agreement and General  Release.  Any revocation within this period must be submitted, in writing, to the Company and  state, “I hereby revoke my acceptance of our Agreement and General Release.”  The revocation  must be personally delivered or mailed to the Company’s ___________________________ at the  Company’s corporate office, or his/her designee, and, if mailed, postmarked within seven (7)  calendar days of execution of this Agreement and General Release.  This Agreement and General  Release shall not become effective or enforceable until the revocation period has expired.  If the  last day of the revocation period is a Saturday, Sunday, or legal holiday in Virginia, then the  revocation period shall not expire until the next following day that is not a Saturday, Sunday, or  legal holiday.  4. General Release of Claims.  Employee knowingly and voluntarily releases and forever  discharges the Company from any and all claims, rights, causes of action, demands, damages, fees,  costs, expenses, including attorneys’ fees, and liabilities of any kind whatsoever, whether known  or unknown, against the Company, that Employee has, has ever had or may have as of the date of  





 






   18  CONFIDENTIAL  execution of this Agreement and General Release, including, but not limited to, any alleged  violation of:  ● The Age Discrimination in Employment Act of 1967, as amended;  ● The Older Workers Benefit Protection Act of 1990;  ● Title VII of the Civil Rights Act of 1964, as amended;  ● The Civil Rights Act of 1991;  ● Sections 1981 through 1988 of Title 42 of the United States Code, as amended;  ● The Employee Retirement Income Security Act of 1974, as amended;  ● The Immigration Reform and Control Act, as amended;  ● The Americans with Disabilities Act of 1990, as amended;  ● The Worker Adjustment and Retraining Notification Act, as amended;  ● The Occupational Safety and Health Act, as amended;  ● The Family and Medical Leave Act of 1993;  ● All other federal, state or local civil or human rights laws, whistleblower laws, or any other  local, state or federal law, regulations and ordinances;   ● All public policy, contract, tort, or common laws; and  ● All allegations for costs, fees, and other expenses including attorneys’ fees incurred in these  matters.  Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and  General Release do not apply are: (i) Employee’s rights, if any, of indemnification and directors  and officers liability insurance coverage to which the Associate was entitled immediately prior to  __________ __, 20__ with regard to the Associate’s service as an officer and director of the  Company; (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested  benefits under any other employee benefit plan, policy or arrangement maintained by the Company  or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii)  Employee’s rights under Article 7.3 or 7.5 of the Severance Agreement, as the case may be; (iv)  Employee’s rights as a stockholder of the Company; (v) Employee’s right to file charges or  complaints with the Equal Employment Opportunity Commission, the National Labor Relations  Board, the Occupational Safety and Health Administration, the Securities and Exchange  Commission or any other federal, state or local governmental agency or commission  (“Government Agencies”), although Employee waives the Associate’s right to recover any  damages or other relief in any claim or suit brought by or through the Government Agencies on  behalf of Employee under the Age Discrimination in Employment Act, Title VII of the Civil Rights  Act of 1964 as amended, the Americans with Disabilities Act, or any other federal or state  discrimination law, except where such waivers are prohibited by law, provided, however, this  Agreement and General Release does not limit Employee’s right to receive an award for  information provided to any Government Agencies; (vi) Employee’s rights to file  charges with  the Equal Employment Opportunity Commission, or any government agency concerning claims  of discrimination, although Employee waives the Associate’s right to recover any damages or other  





 






   19  CONFIDENTIAL  relief in any claim or suit brought by or through the Equal Employment Opportunity Commission  or any other federal, state or local agency on behalf of Employee under the Age Discrimination in  Employment Act, Title VII of the Civil Rights Act of 1964 as amended, the Americans with  Disabilities Act, or any other federal or state discrimination law, except where such waivers are  prohibited by law; and (vii) Employee’s rights that cannot be released by private agreement under  applicable law.    5. Affirmations.  Employee affirms that the Associate has been paid or has received all  compensation, wages, bonuses, commissions, and/or benefits to which the Associate may be  entitled and no other compensation, wages, bonuses, commissions and benefits are due to the  Associate, except as provided in Article 7.3 or 7.5 of the Severance Agreement, as applicable.  The  Employee also affirms the Associate has no known workplace injuries.  6. Return of Property.  Employee represents that the Associate has returned to the Company  all property belonging to the Company, including but not limited to any vehicle, laptop, cell phone,  keys, access cards, phone cards and credit cards, and all Protected Information as defined in Article  10 of the Severance Agreement.  7. Cooperation.  Employee agrees to reasonably cooperate with the Company to provide  truthful and accurate information in connection with any administrative proceeding, arbitration,  or litigation relating to any matter that occurred during the Associate’s employment with the  Company in which the Associate was involved or of which the Associate has knowledge.   Employee further understands that this Agreement and General Release does not limit  Employee’s ability to communicate with any Government Agencies or otherwise participate in  any investigation or proceeding that may be conducted by any Government Agency, including  providing documents or other information, without notice to the Company.    8. Governing Law and Interpretation.  This Agreement and General Release shall be governed  and construed in accordance with the laws of the Commonwealth of Virginia, without reference to  Virginia’s choice of law statutes or decisions.  In the event Employee or the Company breaches  any provision of this Agreement and General Release, Employee and the Company acknowledge  that either may institute an action to specifically enforce any term or terms of this Agreement and  General Release pursuant to the dispute resolution provisions of Article 14 of the Severance  Agreement.  Should any provision of this Agreement and General Release be declared illegal or  unenforceable by any court of competent jurisdiction and should the provision be incapable of  being modified to be enforceable, such provision shall immediately become null and void, leaving  the remainder of this Agreement and General Release in full force and effect.  Nothing herein,  however, shall operate to void or nullify any enforceable general release language contained in  this Agreement and General Release.  9. No Admission of Wrongdoing.  Employee agrees neither this Agreement and General  Release nor the furnishing of the consideration for this Agreement and General Release shall be  deemed or construed at any time for any purpose as an admission by the Company of any liability  or unlawful conduct of any kind.    





 






   20  CONFIDENTIAL  10. Amendment.  This Agreement and General Release may not be modified, altered or  changed except upon express written consent of both parties wherein specific reference is made to  this Agreement and General Release.    11. Entire Agreement.  This Agreement and General Release sets forth the entire agreement  between the parties hereto and fully supersedes any prior agreements or understandings between  the parties; provided, however, that notwithstanding anything in this Agreement and General  Release, the provisions in the Severance Agreement that are intended to survive termination of the  Severance Agreement, including but not limited to those contained in Articles 8, 9, 10, 11 and 14  shall survive and continue in full force and effect.  Employee acknowledges the Associate has not  relied on any representations, promises, or agreements of any kind made to the Associate in  connection with the Associate’s decision to accept this Agreement and General Release.    EMPLOYEE HAS BEEN ADVISED THAT ASSOCIATE HAS UP TO TWENTY-ONE (21)  CALENDAR DAYS TO REVIEW AND CONSIDER THIS AGREEMENT AND GENERAL  RELEASE AND HAS BEEN ADVISED IN WRITING TO CONSULT WITH AN ATTORNEY  PRIOR TO EXECUTION OF THIS AGREEMENT AND GENERAL RELEASE.   EMPLOYEE AGREES ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO  THIS AGREEMENT AND GENERAL RELEASE DO NOT RESTART OR AFFECT IN ANY  MANNER THE ORIGINAL TWENTY-ONE (21) CALENDAR DAY CONSIDERATION  PERIOD.      HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO  FULFILL THE PROMISES SET FORTH HEREIN, AND TO RECEIVE THE SUMS AND  BENEFITS SET FORTH IN THE SEVERANCE AGREEMENT, TO WHICH EMPLOYEE  WOULD NOT OTHERWISE BE ENTITLED, EMPLOYEE FREELY AND KNOWINGLY,  AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL  RELEASE INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS EMPLOYEE  HAS OR MIGHT HAVE AGAINST THE COMPANY AS SET FORTH HEREIN.      IN WITNESS WHEREOF, the parties hereto knowingly and voluntarily executed this  Agreement and General Release as of the date first above written:    CarMax, Inc.:       By:    Name:_____________________________  Title:______________________________  Date:      





 






   21  CONFIDENTIAL  Associate/Employee:      Name: _____________________________  Date: ______________________________