exhibit102.htm


    
      

    

    Exhibit 10.2

     

    


      CARMAX,
INC.

      NOTICE OF
RESTRICTED STOCK GRANT

      


      [Date]

      


      %%FIRST_NAME%-%
%%LAST_NAME%-%

      %%ADDRESS_LINE_1%-%

      %%ADDRESS_LINE_2%-%

      %%CITY%-%
, %%STATE%-%  %%ZIPCODE%-%

      


      Dear
%%FIRST_NAME%-% %%LAST_NAME%-%

      The Board
of Directors of CarMax, Inc. (the “Company”) wants to provide you with an
opportunity to share in the success of our Company.  Accordingly, I am
pleased to inform you that, as of %%OPTION_DATE%_% (the “Grant Date”), the
Compensation and Personnel Committee of the Board of Directors of the Company
(the “Committee”) exercised its authority pursuant to the CarMax, Inc. 2002
Stock Incentive Plan, as amended and restated (the “Plan”) and granted you
shares of the common stock of CarMax, Inc. (the “Restricted Shares”) as set
forth herein.

      


      The
Restricted Shares are subject to the provisions of the Plan.  The
Committee administers the Plan.  The terms of the Plan are
incorporated into this Notice of Restricted Stock Grant (the “Notice of Grant”)
and in the case of any conflict between the Plan and this Notice of Grant, the
terms of the Plan shall control.  All capitalized terms not defined
herein shall have the meaning given to them in the Plan.  Please refer
to the Plan for certain conditions not set forth in this Notice of
Grant.  Additionally, a copy of a Prospectus for the Plan, which
describes material terms of the Plan, can be found on The CarMax
Way.  Copies of the Prospectus, the Plan and the Company’s annual
report to shareholders on Form 10-K for fiscal year 20__ are available from the
Company’s corporate secretary at (804) 747-0422.

      


      Number
of Restricted
Shares:       %%TOTAL_SHARES_GRANTED%-%

      


      


      Vesting of Restricted
Shares

      


      Except as
otherwise provided in this Notice of Grant, the Restricted Shares will vest and
become nonforfeitable on %%VEST_DATE_PERIOD1%-% (the “Vesting Date”) provided
you continue to be employed by the Company from the Grant Date until the Vesting
Date.

      


      Restrictions on
Transferability of Restricted Shares

      


      Prior to
the Vesting Date, the Restricted Shares that are not yet vested are not
transferable by you by means of sale, assignment, exchange, pledge or
otherwise.  The Restricted Shares shall be registered on the Company’s
books in your name as of the date hereof.  In the event stock
certificates are issued, custody of such stock certificates shall be retained by
the Company so long as the Restricted Shares are not vested.  As soon
as practicable after the Restricted Shares become vested, the Company will
deliver to you the stock certificate for such shares.  Upon receipt of
such stock certificate you will be free to hold or dispose of the shares
represented by such certificate subject to (1) the general conditions and
procedures provided in the Plan and this Notice of Grant and (2) the applicable
restrictions and procedures of federal and state securities laws.

      


      This
Notice of Grant grants the Company a power of attorney, coupled with an
interest, to administer the Restricted Shares in accordance with the terms
herein.  If requested by the Company, you shall deliver to the Company
a separate stock power, endorsed in blank, with respect to the Restricted
Shares.  By accepting this grant of Restricted Shares you agree that
the Company may use such power of attorney to cancel any Restricted Shares that
do not become vested.

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
 

      Shareholder
Rights

      


      Prior to
the Vesting Date, you shall, subject to the restrictions of the Plan and this
Notice of Grant, have all rights of a shareholder with respect to the Restricted
Shares awarded hereunder, including the right to receive dividends, if any,
warrants and rights and to vote the shares.

      


      Tax
Withholding

      


      On the
Vesting Date you will have taxable income equal to the market value of the
shares on that date.  You will be required to reimburse the Company
for the amount of taxes required by any government to be withheld or otherwise
deducted and paid with respect to the vesting of the Restricted Shares (“Tax
Withholdings”).  You must satisfy this obligation by remitting a cash
payment to the Company or by making other arrangements satisfactory to the
Company and permitted by the Plan. In order to reimburse the Company for any Tax
Withholdings, the Company shall have the right to retain and withhold from any
award of the Restricted Shares, the number of Restricted Shares, having a market
value not less than the amount of such taxes, and cancel in whole or in part any
such shares so withheld. The Company shall also have the unrestricted right to
withhold, from any other cash amounts due (or to become due) from the Company to
you, including from your wages or commissions, an amount equal to any Tax
Withholdings.

      


      Forfeiture of Restricted
Shares

      


      Your
Restricted Shares shall be forfeited upon the earliest to occur prior to the
Vesting Date of the following:

      


      
        	
                1.  

              	
                Termination
      of Employment by the Company. Except as otherwise provided in the “Age and
      Service Vesting” section set forth below, upon termination of your
      employment with the Company by the Company for any reason, other than
      death or disability, your unvested Restricted Shares will be immediately
      forfeited.

              


      

      


      
        	
                2.  

              	
                Resignation;
      Leave.  In the event that you resign your employment with the
      Company, any Restricted Shares that have not vested by your resignation
      date will be forfeited on your resignation date, except as otherwise
      provided in the “Age and Service Vesting” section set forth
      below.  Employees on authorized leave will not be considered as
      having terminated merely by reason of the leave; however, in the event you
      are on leave on the Vesting Date, your Restricted Shares shall not vest
      until you return to full-time
employment.

              


      

      


      Death or
Disability

      


      If your
employment by the Company terminates because you die or become disabled, all
Restricted Shares covered by this Notice of Grant will become immediately vested
and nonforfeitable, effective as of the date of the termination of your
employment.

      


      Age and Service
Vesting

      


      If you
terminate your employment with the Company and such termination is not for
cause, and, as of the date if the termination you have:

      


      1.  Attained 55 years of age
and completed ten years of continuous employment with the Company;

      


      2.  Attained 62 years of age
and completed seven years of continuous employment with the Company;
or

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
 

      3.  Attained 65 years of age
and completed five years of continuous employment with the Company;

      


      then, all
Restricted Shares covered by this Notice of Grant will become immediately vested
and nonforfeitable, effective as of the date of the termination of your
employment.

      


      Change of
Control

      


      Notwithstanding
anything to the contrary herein, in the event of a Change of Control, all
unvested Restricted Shares granted hereunder shall immediately
vest.

      


      Change of Capital
Structure

      


      If the
number of outstanding shares of the Company’s common stock is increased or
decreased as a result of a stock dividend, stock split, subdivision or
consolidation of shares, or other similar change in capitalization, the number
of Restricted Shares covered by this Notice of Grant will automatically be
adjusted, as provided in the Plan and as the Committee shall determine to be
equitably required so as to preserve the value of the Restricted Shares that
existed immediately before the change; provided, however, that the Company will
not be required to issue any fractional shares as a result of such
adjustment.

      


      By
accepting this grant on-line, this Notice of Grant, together with the Plan, will
become an agreement between you and the Company that is governed by and
construed and enforced in accordance with the laws of the Commonwealth of
Virginia.  By accepting this online agreement, you agree that you are
in compliance with, and will abide by, the Company’s “Policy Against Insider
Trading – Associates” which can be found on The CarMax Way.

      


      


      Sincerely,

      


      


      


      [Name,
Title]

      


      


      


      ACCEPTED:

      


      Signature

      


      _____________________________

      


      _____________________________                                                    _______________________

      Printed
Name                                                                                                Employee
ID Number

      


      


      


      Effective
as of January 1, 2009