exhibit103.htm


    
      
        

      
Exhibit 10.3

     

    


      FORM
AMENDMENT TO EMPLOYMENT/SEVERANCE AGREEMENT

      


      


      This
AMENDMENT TO CARMAX, INC.
EMPLOYMENT/SEVERANCE AGREEMENT FOR EXECUTIVE OFFICER (the
“Amendment”), is made on this 3rd day of
November, 2008 (the “Effective Date”), by and between CarMax, Inc. (“CarMax”)
and [EXECUTIVE NAME]
(the “Executive”);

      


      WHEREAS, CarMax and the
Executive executed the CarMax, Inc. Employment/ Severance Agreement for
Executive Officer, effective as of [DATE OF AGREEMENT](the
“Agreement”); and

      


      WHEREAS, CarMax and the
Executive desire to amend the Agreement as set forth herein.

      


      NOW, THEREFORE, in
consideration of the mutual covenants and agreements of the parties set forth
herein and in the Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, CarMax and the
Executive, intending to be legally bound, agree as follows:

      


      
        	
                1.  

              	
                Section
      7.7(b)(iv) of the Agreement shall be deleted in its entirety and replaced
      with the following:

              


      

      


      The
Executive shall be entitled to his Accrued Obligations.  The Accrued
Obligations provided under Section 7.2(b)(i) and (ii) shall be paid to the
Executive in a lump sum cash payment within ten (10) days after the Date of
Termination or as soon thereafter as may be practicable.  The Accrued
Obligations provided under Section 7.2(b)(iii) and (iv) shall be paid in
accordance with the terms of the plan under which they are due.

      


      
        	
                2.  

              	
                A
      new Section 7.7(b)(vi) shall be added to the
  Agreement:

              


      

      


      The
Executive shall be entitled to a one-time payment in an amount equal to the
Executive’s Base Salary on the Date of Termination multiplied by ______ percent
(__%)[APPLICABLE
NUMBER].  This one-time payment shall be paid to the Executive
in a lump sum cash payment within ten (10) days after the Date of Termination or
as soon thereafter as may be practicable.

       

      
        	
                3.  

              	
                Defined
      terms used but not defined in this Amendment shall have the meanings
      assigned to them in the Agreement.

              


      

       

      
        	
                4.  

              	
                CarMax
      and the Executive hereby acknowledge and agree that, except as provided in
      this Amendment, the Agreement has not been modified, amended, or
      superseded.  The Agreement as amended herein is hereby ratified
      and confirmed by the parties hereto and shall continue in full force and
      effect, affected by this Amendment only to the extent of the amendments
      and modifications set forth
above.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


      IN WITNESS WHEREOF, CarMax and
the Executive have executed and delivered this Amendment effective as of the
Effective Date.

      


      


      
        
          	
                  [EXECUTIVE]    

                	 
      	
                  CarMax,
      Inc.

                	 
      


        




      
        
          
            
              
                	
                        By:

                      	 
      	
                        By:

                      	 
      


              

            

          

        




      


       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      Schedule
of Terms for Named Executive Officers

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Name

                                  	
                                    Title

                                  	
                                    Date
      of Original Employment/Severance Agreement 1

                                  	
                                    Applicable
      Number 2

                                  
	
                                    Thomas
      J. Folliard

                                  	
                                    President
      and Chief Executive Officer

                                  	
                                    October
      17, 2006

                                  	
                                    100%

                                  
	
                                    Keith
      D. Browning

                                  	
                                    Executive
      Vice President and Chief Financial Officer

                                  	
                                    February
      14, 2007

                                  	
                                    60%

                                  
	
                                    Michael
      K. Dolan

                                  	
                                    Executive
      Vice President and Chief Administrative Officer

                                  	
                                    February
      14, 2007

                                  	
                                    60%

                                  
	
                                    Joseph
      S. Kunkel

                                  	
                                    Senior
      Vice President, Marketing and Strategy

                                  	
                                    February
      14, 2007

                                  	
                                    40%

                                  
	
                                    Richard
      M. Smith

                                  	
                                    Senior
      Vice President and Chief Information Officer

                                  	
                                    February
      14, 2007

                                  	
                                    40%

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      1.  See
first “Whereas” clause of Form Amendment to Employment/Severance
Agreement

      2.  See
Section 2 of Form Amendment to Employment/Severance
Agreement