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Exhibit 10.1
2002 NON-EMPLOYEE DIRECTORS
STOCK INCENTIVE PLAN
(AS AMENDED AND RESTATED JUNE 24,
2008)
1.
Purpose. The
purpose of this CarMax, Inc. 2002 Non-Employee Directors Stock
Incentive Plan (the “Plan”) is to encourage
ownership in CarMax, Inc. (the “Company”) by
non-employee members of the Board of Directors of the Company,
in order to promote long-term shareholder value and to provide
non-employee directors with an incentive to continue as
directors of the Company.
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) “Board”
means the Board of Directors of the Company.
(c) “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.
(d) “Code”
means the Internal Revenue Code of 1986, as
amended.
(e) “Company”
means CarMax, a Virginia corporation.
(f) “Company
Stock” means shares of CarMax Common Stock subject to
the limits of Section 4. Such shares shall be subject to
adjustment as provided in Section 14.
(g) “Date
of Grant” means the date on which an Incentive Award is
granted by the Board.
(h) “Disability”
or “Disabled” means a disability as determined by
the Board.
(i) “Fair
Market Value” means, for any given date, the fair market
value of the Company Stock as of such date, as determined by
the Board on a basis consistently applied based on actual
transactions in Company Stock on the exchange on which it
generally has the greatest trading volume.
(j) “Incentive
Award” means, collectively, the award of an Option,
Stock Appreciation Right, Restricted Stock, or Stock Grants
under the Plan.
(k) “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 under Code section 422 and is so
designated.
(l) “Option”
means a right to purchase Company Stock granted under the
Plan, at a price determined in accordance with the
Plan.
(m) “Participant”
means any non-employee member of the Board who receives an
Incentive Award under the Plan.
(n) “Restricted
Stock” means Company Stock awarded upon the terms and
subject to the restrictions set forth in Section
6.
(o) “Restricted
Stock Award” means an award of Restricted Stock granted
under the Plan.
(p) “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.
(q) “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.
(r) “Stock
Grant” means Company Stock awarded without restrictions
in accordance with Section 9.
3.
General.
Incentive Awards may be granted under the Plan in the form of
Nonstatutory Stock Options, Stock Appreciation Rights,
Restricted Stock, and Stock Grants.
4.
Stock. Subject to
Section 14 of the Plan, there shall be reserved for issuance
under the Plan an aggregate of 1,000,000 shares of CarMax
Common Stock, which shall be authorized, but unissued
shares. Shares of CarMax Common Stock that have not
been issued and allocated to options or portions thereof that
expire or otherwise terminate unexercised may be subjected to
an Incentive Award under the Plan. Shares of a series 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 relating to
shares of the same series of Company Stock. 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 relating to
shares of the same series of Company Stock as those
reacquired.
5.
Eligibility.
(a) Each
director of the Company who is not a full-time employee of the
Company or any parent or subsidiary of the Company shall be
eligible to receive Incentive Awards under the Plan. The Board
shall have the power and complete discretion, as provided in
Section 15, to select which directors 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 to be allocated to each Participant as part of each
Incentive Award.
(b) The
grant of an Incentive Award shall not obligate the Company to
pay a Participant any particular amount of remuneration or to
make further grants to the Participant at any time
thereafter.
6.
Restricted
Stock Awards.
(a) Whenever
the Board deems it appropriate to grant a Restricted Stock
Award, notice shall be given to the Participant stating the
number of shares of Restricted Stock for which the Restricted
Stock Award is granted and the terms and conditions to which
the Restricted Stock Award is subject. This notice shall
become an award agreement between the Company and the
Participant. A Restricted Stock Award may be made by the Board
in its discretion without cash consideration.
(b) Restricted
Stock issued pursuant to the Plan shall be subject to the
following restrictions:
(i) None
of such shares may be sold, assigned, transferred, pledged,
hypothecated, or otherwise encumbered or disposed of until
the restrictions on such shares shall have lapsed or shall
have been removed pursuant to paragraph (d) or (e)
below.
(ii) The
restrictions on such shares 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 (d) or (e) in the
case of Disability, retirement, death or a Change in
Control.
(iii) If
a Participant ceases to be a director of the Company, the
Participant shall forfeit to the Company any shares of
Restricted Stock, the restrictions on which shall not have
lapsed or shall not have been removed pursuant to paragraph
(d) or (e) below, on the date such Participant shall cease to
serve as a member of the Board.
(iv) The
Board may establish such other restrictions on such shares
that the Board deems appropriate, including, without
limitation, events of forfeiture.
(c) Upon
the acceptance by a Participant of a Restricted Stock Award,
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
Restricted Stock Award, 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 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) The
Board shall establish as to each Restricted Stock 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.
(e) Notwithstanding
the forfeiture provisions of paragraph (b)(iii) above, the
Board may a
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