Exhibit 10.1
CARMAX, INC.
AMENDED AND RESTATED 2002
EMPLOYEE STOCK PURCHASE PLAN
(as amended and restated June 23,
2009)
1.
Purpose and Effective Date. The CarMax, Inc.
Amended and Restated 2002 Employee Stock Purchase Plan (the
“Plan”) provides eligible employees of CarMax, Inc., a
Virginia corporation, an opportunity to purchase CarMax, Inc.
Common Stock (“Common Stock”) through payroll
deductions and to receive a Company match for a portion of their
payroll deductions. The Plan was originally effective on
October 1, 2002, and was amended and restated effective as of
November 1, 2004, as of July 1, 2006 and as of January 19,
2009. The effective date of this amendment and
restatement is June 23, 2009.
2.
Definitions .
(a)
Benefits Department : The employee
benefits department of the Company.
(b)
Committee : The Compensation and
Personnel Committee of the Company’s Board of
Directors.
(c)
Company : CarMax, Inc., a Virginia
corporation, and any subsidiary business entity (including, but not
limited to, a corporation, a partnership, or limited liability
company) that is under common control with CarMax, Inc., as
determined under Section 414(b) or (c) of the Internal Revenue Code
of 1986, as amended.
(d)
Compensation : All cash compensation and
commissions (estimated as deemed necessary by the Plan
Administrator) before any deductions or withholding and including
overtime and bonuses, but exclusive of all amounts paid as
reimbursements of expenses including those paid as part of
commissions and those paid in the form of relocation bonuses,
housing allowances or other payments in connection with employee
relocations.
(e)
Eligible Employees : Employees who meet the
requirements set forth in Section 4.
(f)
Employee : Any person employed by the Company as a
common law employee on the United States payroll. It is expressly
intended that persons not employed as common law employees on the
Company’s United States payroll are to be excluded from
participation in the Plan, even if a court or administrative agency
determines that such individuals are common law employees and not
independent contractors.
(g)
Enrollment Date : The date on which an Eligible
Employee begins participation in the Plan pursuant to Section
6.
(h)
Participating Employees : Eligible Employees who participate
in the Plan.
(i)
Plan Administrator : An Employee (or a group of Employees)
appointed by the Committee as provided in Section 5 or, in the
absence of any such specific appointment, the Chief Financial
Officer of the Company.
(j)
Plan Service Provider : A plan service provider/dealer
registered with the Securities and Exchange Commission and a member
of the National Association of Securities Dealers or other provider
of employee plan administrative services selected by the Plan
Administrator as provided in Section 5.
3.
Amount of Stock Subject to the Plan. The
total number of shares of Common Stock that may be purchased under
the Plan shall be 8,000,000, subject to adjustment as provided in
Section 16. Such shares must be shares purchased for
Participating Employees on the open market.
4.
Eligible Employees.
(a) Any Employee
classified as a “Full-Time Associate” or
“Part-Time Associate” pursuant to the Company’s
policies and procedures shall become eligible to participate in the
Plan after he or she has completed one year of service as an
Employee of the Company; provided, however, that (i) Employees who
are subject to Section 16 of the Securities Exchange Act of 1934,
as amended, with respect to securities of the Company, and (ii)
Employees who are officers of the Company (other than those serving
as Assistant Vice Presidents, Assistant Treasurers or Assistant
Secretaries), shall not be eligible to participate in the
Plan.
(b) If
an Employee has one year of service but is excluded from
participation in the Plan due to the requirements set forth in (i)
or (ii) of the preceding paragraph, the Employee will be eligible
to participate in the Plan as soon as administratively
practicable, after he or she is no longer excluded because of
such requirements. Continuity of service for purposes of
determining if an Employee has completed one year of service is
determined pursuant to the Company’s rehire/reinstatement and
change of status policies in effect at the time the eligibility
determination is made.
5.
Administration of the Plan.
(a) The Plan
shall be administered by the Committee or its
designee. The Committee shall have all powers necessary
to administer the Plan, including but not limited to, the power: to
construe and interpret the Plan’s documents; to decide all
questions relating to an Employee’s employment status and
eligibility to participate in the Plan; to make adjustments to the
limitations on payroll deductions set forth in Section 7; to employ
such other persons as are necessary for the proper administration
of the Plan; and to make all other determinations necessary or
advisable in administering the Plan. Any construction,
interpretation, or application of the Plan by the Committee shall
be final, conclusive and binding.
(b) The
Committee shall appoint an officer or other Employee of the Company
to serve as the Plan Administrator. The Plan Administrator shall be
authorized to designate other Employees of the Company to assist
him or her in carrying out his or her responsibilities under the
Plan. The Plan Administrator and his or her designees
shall be responsible for the general administration of the Plan
including establishment of operating procedures, enrollment
deadlines and such other matters as the Committee deems necessary
for the efficient and proper administration of the Plan.
(c) The
Plan Administrator shall appoint a Plan Service Provider in order
to fulfill the duties of the Plan Service Provider set forth
herein. The Plan Administrator shall also have the
authority to replace any Plan Service Provider he or she has
appointed for the Plan with another Plan Service
Provider.
6.
Participation in the Plan.
(a) An
Eligible Employee may commence or recommence participation in the
Plan as soon as administratively feasible after he or she has
enrolled and that enrollment has been processed by the Plan Service
Provider.
(b) An
Eligible Employee shall authorize payroll deductions from the
Employee’s Compensation and authorize the Plan Service
Provider to establish an employee stock purchase plan account for
the Employee (“ESPP Account”).
(c) A
Participating Employee’s contributions will begin in the
first pay period that is administratively practicable after the
enrollment has been processed by the Plan Service
Provider.
7.
Payroll Deductions and Limitations.
(a) Payroll
deductions shall be a percentage of the Participating
Employee’s Compensation for each payroll period as specified
by the Participating Employee according to procedures defined by
the Benefits Department. Payroll deductions for each
payroll period shall not be less than 2% nor more than 10% of
Compensation for such payroll period. Payroll deduction
specifications shall be made in 1% increments. The Plan
Administrator shall have the power to change these percentage
limitations.
(b) The
maximum amount that may be contributed by each Participating
Employee to the Plan in any one calendar year is
$7,500. When a Participating Employee’s aggregate
payroll deductions for the calendar year total $7,500, the
Participating Employee’s purchases of Common Stock and
payroll deductions under the Plan shall be suspended for the
remainder of the calendar year. However, the
Participating Employee shall continue to be a participant under the
Plan unless he or she elects to stop contributions in the manner
described in Section 17 or his or her participation terminates
under Section 18 and the Employee’s purchases of Common Stock
and payroll deductions will be resumed for the first full payroll
period of the next calendar year.
8.
Changes in Payroll
Deductions. A Participating Employee may change the
percentage of his or her payroll deductions, according to the
procedures defined by the Benefits Department, subject to the
minimum, maximum and allowed increments set forth in Section
7. The change will be effective as soon as
administratively practicable after the change request has been
processed by the Plan Service Provider. A Participating Employee
may also elect to stop making contributions in the manner described
in Section 17.
9.
Company Matching Contributions. The
Company shall contribute an amount each month (the “Company
Matching Contribution”) towards the purchase of shares for
Participating Employees. Unless modified by the Committee, the
amount of the Company Matching Contribution shall be 15% of each
Participating Employee&rsq
