As filed with the Securities and Exchange Commission on June 28, 1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT TO FORM S-8
Registration Statement
Under the Securities Act of 1933
POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8 (Registration Nos. 33-53185,
333-22759, 333-25451, 333-27933, 333-34539, and 333-52935)
POST-EFFECTIVE AMENDMENT NO. 2 ON FORM S-8 (Registration No. 333-20303)
POST-EFFECTIVE AMENDMENT NO. 3 ON FORM S-8 (Registration Nos. 33-22874,
33-36650, 33-50144, 33-56697, 33-64757, and 333-02971)
CIRCUIT CITY STORES, INC.
(Exact name of registrant as specified in its charter)
Virginia 54-0493875
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9950 Mayland Drive
Richmond, Virginia 23233
(Address of Principal Executive Offices) (Zip Code)
----------
1997 CIRCUIT CITY STORES, INC. EMPLOYEE STOCK PURCHASE PLAN
FOR CARMAX GROUP EMPLOYEES, AS AMENDED AND RESTATED EFFECTIVE MARCH 1, 1999
CIRCUIT CITY STORES, INC. 1994 STOCK INCENTIVE PLAN
CIRCUIT CITY STORES, INC. AMENDED AND RESTATED 1989
NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
CIRCUIT CITY STORES, INC. 1988 STOCK INCENTIVE PLAN
1984 CIRCUIT CITY STORES, INC. EMPLOYEE STOCK PURCHASE PLAN
FOR CIRCUIT CITY GROUP EMPLOYEES,
AS AMENDED AND RESTATED EFFECTIVE MARCH 1, 1999
(Full titles of the plans)
Richard L. Sharp, Chief Executive Officer
and Chairman of the Board
Circuit City Stores, Inc.
9950 Mayland Drive
Richmond, Virginia 23233
(Name and address of agent for service)
(804) 527-4000
(Telephone number, including area code, of agent for service)
Explanatory Note
The purpose of this amendment is to incorporate by reference into the
Registration Statements on Form S-8 of Circuit City Stores, Inc. indicated
above, a Form 8-A and certain Forms 8-A/A filed with the Securities and Exchange
Commission (the "Commission"). These filings reflect the issuance of certain
Rights to Purchase Preferred Stock pursuant to a Rights Agreement dated April
14, 1998 between the Company and Norwest Bank Minnesota, N.A., as Rights Agent,
as amended and restated effective as of February 16, 1999.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
Circuit City Stores, Inc. (the "Company"), hereby incorporates by reference
into this Registration Statement the documents listed below which have been
filed with the Commission.
(a) the Company's Annual Report on Form 10-K (File No. 1-5767) for
the fiscal year ended February 28, 1999, filed with the
Commission on May 25, 1999;
(b) the Company's Current Report on Form 8-K (File No. 1-5767)
filed with the Commission on June 17, 1999;
(c) all other reports filed with the Commission pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), since the end of the fiscal
year covered by the Annual Report referred to in (a) above;
(d) the description of the Company's Circuit City Group Common
Stock and CarMax Group Common Stock contained in the
Registration Statement on Form 8-A filed with the Commission
on January 2, 1997, as amended on Forms 8-A/A filed with the
Commission on January 31, 1997, July 8, 1997, April 28, 1998,
and May 7, 1999, and as the same may be further amended after
the date hereof (File No. 1-5767); and
(e) the description of the Rights to Purchase Preferred Stock,
Series E, and the Rights to Purchase Preferred Stock, Series
F, contained in the Registration Statement on Form 8-A filed
with the Commission on April 28, 1998, as amended on Form
8-A/A filed
2
with the Commission on May 7, 1999, and as the same may be
amended after the date hereof (File No. 1-5767).
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the respective dates of filing of such documents.
Item 6. Indemnification of Directors and Officers.
The laws of the Commonwealth of Virginia pursuant to which the Company is
incorporated permit it to indemnify its officers and directors against certain
liabilities with the approval of its shareholders. The Amended and Restated
Articles of Incorporation of the Company, which have been approved by its
shareholders, provide for the indemnification of each director and officer
(including former directors and officers and each person who may have served at
the request of the Company as a director or officer of any other legal entity
and, in all such cases, his heirs, executors and administrators) against
liabilities (including expenses) reasonably incurred by him or her in connection
with any actual or threatened action, suit or proceeding to which he or she may
be made a party by reason of his or her being or having been a director or
officer of the Company, except in relation to any action, suit or proceeding in
which he or she has been adjudged liable because of willful misconduct or a
knowing violation of the criminal law.
The Company has purchased directors' and officers' liability insurance
policies. Within the limits of their coverage, the policies insure (1) the
directors and officers of the Company and its subsidiaries against certain
losses resulting from claims against them in their capacities as directors and
officers to the extent that such losses are not indemnified by the Company and
(2) the Company to the extent that it indemnifies such directors and officers
for losses as permitted under the laws of Virginia.
Item 8. Exhibits.
See Exhibit Index following signatures.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to any
Registration Statement amended by these
Post-Effective Amendments:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 as amended
(the "Securities Act");
3
(ii) To reflect in the prospectus any facts or events
after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Henrico, Commonwealth of Virginia, on June 28,
1999.
CIRCUIT CITY STORES, INC.
Registrant
By: /s/Michael T. Chalifoux
-----------------------
Michael T. Chalifoux
Executive Vice President,
Chief Financial Officer and
Corporate Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
*/s/ Richard L. Sharp Chief Executive Officer June 28, 1999
------------------------
Richard L. Sharp and Chairman of the Board
*/s/ Alan L. Wurtzel Vice Chairman of the Board June 28, 1999
------------------------
Alan L. Wurtzel and Director
/s/Michael T. Chalifoux Executive Vice President, June 28, 1999
------------------------
Michael T. Chalifoux Chief Financial Officer,
Corporate Secretary and Director
*/s/ Richard N. Cooper Director June 28, 1999
------------------------
Richard N. Cooper
*/s/ Barbara S. Feigin Director June 28, 1999
------------------------
Barbara S. Feigin
*/s/ James F. Hardymon Director June 28, 1999
------------------------
James F. Hardymon
5
*/s/ Robert S. Jepson, Jr. Director June 28, 1999
------------------------
Robert S. Jepson, Jr.
*/s/ Hugh G. Robinson Director June 28, 1999
------------------------
Hugh G. Robinson
*/s/ Walter J. Salmon Director June 28, 1999
------------------------
Walter J. Salmon
*/s/ Mikael Salovaara Director June 28, 1999
- -------------------------
Mikael Salovaara
*/s/ John W. Snow Director June 28, 1999
------------------------
John W. Snow
*/s/ Edward Villanueva Director June 28, 1999
- -------------------------
Edward Villanueva
/s/Philip J. Dunn Senior Vice President, June 28, 1999
- -------------------------
Philip J. Dunn Treasurer, Corporate
Controller and Chief
Accounting Officer
*By: /s/Michael T. Chalifoux
-----------------------
Michael T. Chalifoux
Attorney-In-Fact
6
EXHIBIT INDEX
Exhibit Document
Number
4.1 Registrant's Amended and Restated Articles of Incorporation,
effective February 3, 1997, filed with the Commission as
Exhibit 3(I) to Registrant's Quarterly Report on Form 10-Q for
the quarter ended November 30, 1998 (File No. 1-5767), are
expressly incorporated herein by this reference.
4.2 Registrant's Articles of Amendment to Registrant's Amended and
Restated Articles of Incorporation, effective April 28, 1998,
filed with the Commission as Exhibit 3(I)(a) to Registrant's
Quarterly Report on Form 10-Q for the quarter ended November
30, 1998 (File No. 1-5767), are expressly incorporated herein
by this reference.
4.3 Registrant's Bylaws, as amended and restated October 13, 1998,
filed as Exhibit 3(II) to Registrant's Quarterly Report on
Form 10-Q for the quarter ended November 30, 1998 (File No.
1-5767), are expressly incorporated herein by this reference.
4.4 First Amended and Restated Rights Agreement dated as of
February 16, 1999 between Registrant and Norwest Bank
Minnesota, N.A., as Rights Agent, filed as Exhibit 1 to
Registrant's Form 8-A/A filed May 7, 1999 (File No. 1-5767),
is expressly incorporated herein by this reference.
*5 Opinion and Consent of McGuire, Woods, Battle & Boothe LLP.
*23.1 Consent of KPMG LLP.
*23.2 Consent of McGuire, Woods, Battle & Boothe LLP (included in
Exhibit 5).
24 Powers of Attorney, filed herewith.
99.1 1997 Circuit City Stores, Inc. Employee Stock Purchase Plan
for CarMax Group Employees, as amended and restated effective
March 1, 1999, filed herewith.
99.2 1984 Circuit City Stores, Inc. Employee Stock Purchase Plan
for Circuit City Group Employees, as amended and restated
effective March 1, 1999, filed herewith.
* Previously filed.
7
EXHIBIT 24
POWER OF ATTORNEY
Each of the undersigned hereby constitutes and appoints Richard L. Sharp
and Michael T. Chalifoux his or her attorneys-in-fact to execute on his or her
behalf, individually and in his or her capacity as an officer and/or director of
Circuit City Stores, Inc. (the "Company"), and to file any documents referred to
below relating to the following registration statements: Registration Statement
on Form S-8 (Registration No. 33-22874) filed with the Securities and Exchange
Commission (the "Commission") on July 1, 1988; Registration Statement on Form
S-8 (Registration No. 33-36650) filed with the Commission on August 31, 1990;
Registration Statement on Form S-8 (Registration No. 33-50144) filed with the
Commission on July 28, 1992; Registration Statement on Form S-8 (Registration
No. 33-53185) filed with the Commission on April 20, 1994; Registration
Statement on Form S-8 (Registration No. 33-56697) filed with the Commission on
December 1, 1994; Registration Statement on Form S-8 (Registration No. 33-64757)
filed with the Commission on December 5, 1995; Registration Statement on Form
S-8 (Registration No. 333-02971) filed with the Commission on April 30, 1996;
Registration Statement on Form S-8 (Registration No. 333-20303) filed with the
Commission on January 24, 1997; Registration Statement on Form S-8 (Registration
No. 333-22759) filed with the Commission on March 4, 1997; Registration
Statement on Form S-8 (Registration No. 333-25451) filed with the Commission on
April 18, 1997; Registration Statement on Form S-8 (Registration No. 333-27933)
filed with the Commission on May 28, 1997; Registration Statement on Form S-8
(Registration No. 333-34539) filed with the Commission on August 28, 1997; and
Registration Statement on Form S-8 (Registration No. 333-52935) filed with the
Commission on May 18, 1998; such documents being: registration statements on
Form S-8 to be filed with the Commission; such statements with, and/or
applications to, the regulatory authorities of any state in the United States as
may be necessary to permit such shares to be offered in such states; any and all
other documents required to be filed with respect thereto with any regulatory
authority; and any and all amendments (post-effective or pre-effective) to any
of the foregoing, with all exhibits and documents required to be filed
therewith.
The undersigned further grants unto said attorneys full power and authority
to perform each and every act necessary to be done in order to accomplish the
foregoing as fully as he himself or she herself might do.
IN WITNESS WHEREOF, the undersigned have executed this power of attorney as
of this 13th day of April, 1999.
/s/ Richard L. Sharp /s/ Michael T. Chalifoux
Richard L. Sharp Michael T. Chalifoux
/s/ Richard N. Cooper /s/ Barbara S. Feigin
Richard N. Cooper Barbara S. Feigin
/s/ James F. Hardymon /s/ Robert S. Jepson, Jr.
James F. Hardymon Robert S. Jepson, Jr.
/s/ Hugh G. Robinson /s/ Walter J. Salmon
Hugh G. Robinson Walter J. Salmon
/s/ Mikael Salovaara /s/ John W. Snow
Mikael Salovaara John W. Snow
/s/ Edward Villanueva /s/ Alan L. Wurtzel
Edward Villaneuva Alan L. Wurtzel
EXHIBIT 99.1
1997 CIRCUIT CITY STORES, INC.
EMPLOYEE STOCK PURCHASE PLAN
FOR CARMAX GROUP EMPLOYEES
AS AMENDED AND RESTATED
EFFECTIVE MARCH 1, 1999
The 1997 Circuit City Stores, Inc. Employee Stock Purchase Plan for
CarMax Group Employees as Amended and Restated effective March 1, 1999 (the
"CarMax Plan") provides eligible employees of CarMax, Inc., a Virginia
corporation (the "Company"), and its Subsidiaries an opportunity to purchase
Circuit City Stores, Inc. -- CarMax Group Common Stock as designated in the
Amended and Restated Articles of Incorporation of Circuit City Stores, Inc.
("CarMax Group Stock") through payroll deductions and to receive a Company match
for a portion of their payroll deductions.
1. Definitions. For the purposes of the CarMax Plan the
following terms have the stated definitions. Additional terms are defined in the
sections below.
Benefits Department - The employee benefits department at Circuit City.
Broker - A broker/dealer meeting the requirements and selected by the Plan
Administrator as provided in Section 4.
CarMax Group Companies - CarMax, Inc. and its Subsidiaries.
Circuit City - Circuit City Stores, Inc.
Circuit City Group Companies - Circuit City and its Subsidiaries other than the
CarMax Group Companies.
Circuit City Plan - 1984 Circuit City Stores, Inc. Employee Stock Purchase Plan,
as Amended and Restated effective March 1, 1999, and as the same may be further
amended from time to time.
Committee - The Compensation and Personnel Committee of the Board of Directors
of Circuit City.
Compensation - All cash compensation and commissions (estimated as deemed
necessary by the Committee) 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.
Eligible Employees - Employees who meet the requirements set forth in Section 3.
Eligibility Status - Employment with the CarMax Group Companies as a Regular
Associate and as either (i) a Full-time Associate or (ii) a Part-time I
Associate hired before June 1, 1993. The capitalized terms used in the preceding
sentence which are not defined in the CarMax Plan shall have the meanings
assigned to them in the Company's Policies and Procedures Manual. Determinations
regarding the status of an Employee for purposes of the CarMax Plan may be made
from time to time by the Plan Administrator, but shall in each instance be
uniform in nature and applicable to all persons similarly situated.
Employee - Any person who is employed as a common law employee on the employing
company's United States payroll. Persons engaged as independent contractors are
not included in the definition of Employee.
Enrollment Date - The dates on which Eligible Employees may begin participation
in the CarMax Plan. Enrollment Dates occur on the first day of each month.
Participating Employees - Eligible Employees who participate in the CarMax Plan.
Plan Administrator - An Employee of Circuit City or one of its Subsidiaries
appointed by the Committee as provided in Section 4.
Subsidiary - Any business entity (including, but not limited to, a corporation,
partnership, or limited liability company) of which a company (the "Parent")
directly or indirectly owns one hundred percent (100%) of the voting interest of
the entity unless the Committee determines that the entity should not be
considered a Subsidiary for purposes of the CarMax Plan. If the Parent owns less
than one hundred percent (100%) of the voting interest of the entity, the entity
will be considered a Subsidiary for purposes of the CarMax Plan only if the
Committee determines that the entity should be so considered.
2. Amount of Stock Subject to the CarMax Plan. The total number of
shares of CarMax Group Stock which may be purchased under the CarMax Plan shall
be 500,000, subject to adjustment as provided in Section 15. Such shares may be
newly issued shares that have been authorized but not yet issued or may be
shares purchased for Participating Employees on the open market.
3. Eligible Employees. All present and future Employees of the CarMax
Group Companies who have been employed by a CarMax Group Company and/or a
Circuit City Group Company for at least one year are eligible to participate in
the CarMax Plan, except: (i) Employees whose status is not within the definition
of Eligibility Status, (ii) Employees who are subject to Section 16 of the
Securities Exchange Act of 1934, as amended, with respect to securities of
Circuit City, (iii) Employees who are officers of CarMax Group Companies, or
(iv) Employees who have not reached the age of majority in the state in which
the Employee maintains his or her residence.
2
If an Employee has one year of service but is excluded from
participation in the CarMax Plan due to the requirements set forth in (i), (ii),
(iii) or (iv) in the preceding paragraph, the Employee will be eligible to
participate in the CarMax Plan on the first Enrollment Date after he or she is
no longer excluded because of such requirements. Continuity of service for
purposes of the CarMax Plan is defined by the Rehire/Reinstatement and Change of
Status Policy in effect for Employees of the CarMax Group Companies at the time
the eligibility determination is made.
4. Administration of the CarMax Plan. The CarMax Plan shall be
administered by the Committee. The Committee shall have all powers necessary to
administer the CarMax Plan, including but not limited to the power to construe
and interpret the CarMax Plan's documents; to decide all questions relating to
an Employee's employment status and eligibility to participate in the CarMax
Plan; to make adjustments to the limitations on payroll deductions set forth in
Section 6; to employ such other persons as are necessary for the proper
administration of the CarMax Plan; and to make all other determinations
necessary or advisable in administering the CarMax Plan. Any construction,
interpretation, or application of the CarMax Plan by the Committee shall be
final, conclusive and binding.
The Committee shall appoint an officer or other Employee of Circuit
City or one of its Subsidiaries to serve as the CarMax Plan Administrator ("Plan
Administrator"). The Plan Administrator shall be authorized to designate other
Employees of Circuit City or its Subsidiaries to assist him or her in carrying
out his or her responsibilities under the CarMax Plan. The Plan Administrator
and his or her designees shall be responsible for the general administration of
the CarMax Plan including establishment of operating procedures and document
submission deadlines and such other matters as the Committee deems necessary for
the efficient and proper administration of the CarMax Plan.
The Plan Administrator shall appoint a broker/dealer registered with
the Securities and Exchange Commission and a member of the National Association
of Securities Dealers and the New York Stock Exchange ("Broker") in order to
fulfill duties of the Broker set forth herein. The Plan Administrator shall also
have the authority to replace any Broker he or she has appointed for the CarMax
Plan with another broker/dealer meeting the foregoing requirements.
5. Participation in the CarMax Plan. An Eligible Employee may commence
or recommence participation in the CarMax Plan effective on any Enrollment Date
by completing and delivering on a timely basis to the Benefits Department a form
prescribed by the Plan Administrator (the "Enrollment Form").
An Employee seeking to participate in the CarMax Plan must deliver an
Enrollment Form to the Benefits Department so that it is received sufficiently
prior to the Enrollment Date to allow processing by the Benefits Department. The
Plan Administrator may establish a submission deadline for Enrollment Forms. The
Enrollment Form shall authorize payroll deductions from the Employee's
Compensation and authorize the Broker to establish an individual securities
account for the Employee ("Brokerage Account").
3
A Participating Employee's contributions will begin in the pay period
that includes the Enrollment Date that the Employee's enrollment is effective.
The amount of the Participating Employee's contribution will be based on his or
her Compensation for the entire pay period in which the first day of the month
occurs, even if part of that pay period is before the first day of the month.
6. Payroll Deductions and Limitations. Payroll deductions shall be a
percentage of the Participating Employee's Compensation for each payroll period
as specified in the Participating Employee's Enrollment Form. 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.
The maximum amount that may be contributed by each Participating
Employee to the CarMax Plan and the Circuit City Plan, in the aggregate, 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 CarMax Group Stock and payroll deductions under the CarMax Plan
shall be suspended for the remainder of the calendar year. However, the
Participating Employee shall continue to be a participant under the CarMax Plan
unless he or she elects to stop contributions in the manner described in Section
16 or his or her participation terminates under Section 17 and the Employee's
purchases of CarMax Group Stock and payroll deductions will be resumed for the
first full payroll period of the next calendar year. For purposes of this
Section, "aggregate payroll deductions" refers to the cumulative year to date
deductions made for the Employee under the CarMax Plan and the Circuit City
Plan.
7. Changes in Payroll Deductions. A Participating Employee may change
the percentage of his or her payroll deductions, subject to the minimum, maximum
and allowed increments set forth in Section 6. To accomplish this, the
Participating Employee must submit to the Benefits Department a new Enrollment
Form stating the new deduction percentage. The change will be effective as of
the first of the next month if the Enrollment Form is received sufficiently
prior to the first of the month to allow processing by the Benefits Department.
Deadlines for submission of Enrollment Forms for the purpose of changing payroll
deductions may be established by the Plan Administrator. A Participating
Employee may also elect to stop making contributions in the manner described in
Section 16.
8. Purchase Price. The purchase price under the CarMax Plan for each
share of CarMax Group Stock shall be (i) the average cost of all shares
purchased for a particular month on the open market ("Open Market Purchase
Price") when the shares are purchased on the open market; or (ii) the closing
price of CarMax Group Stock on the New York Stock Exchange on the last business
day of the month ("New Issue Purchase Price") when the shares are purchased from
Circuit City.
9. Method of Purchase. The shares of CarMax Group Stock shall be
purchased once each month in one of the following manners at Circuit City's
discretion:
4
(a) Shares Purchased on the Open Market. The Company shall transmit the
aggregate payroll deductions from the prior month together with the related
Company Contribution (described below) and information on each Participating
Employee's contribution to the Broker promptly after the end of each month. On a
date as soon as practicable following receipt of the funds, the Broker will
commence applying the funds to purchase CarMax Group Stock on the open market.
As soon as practicable after completing the purchase of the shares, the Broker
shall credit the Brokerage Account for each Participating Employee with as many
shares and fractional interests in shares as the Participating Employee's
contribution and the Company Contribution will allow, based on the Open Market
Purchase Price; or
(b) Shares Purchased Directly from Circuit City. Promptly after the end
of each month, the Company shall transmit the aggregate payroll deductions from
such month to Circuit City together with the related Company Contribution, and
Circuit City shall issue and forward to the Broker the number of shares of
CarMax Group Stock that the Participating Employees' contributions and the
related Company Contribution have purchased at the New Issue Purchase Price. The
Company shall also submit to the Broker information on each Participating
Employee's contribution. As soon as practicable following receipt of the shares
and related information, the Broker shall credit the Brokerage Account for each
Participating Employee with his or her proportionate interest in the shares
delivered, based on the New Issue Purchase Price.
10. Company Match. The Company shall contribute an amount each month
("Company Contribution") towards the purchase of shares for the Participating
Employees. The Company Contribution is set by the Board of Directors of Circuit
City and is currently 15% of each Participating Employee's contribution. The
Company Contribution shall be used to purchase shares for Participating
Employees as described in Section 9.
11. Dividend Reinvestment. Each Brokerage Account shall be established
with the following default dividend policy. Cash dividends, if any, paid with
respect to the CarMax Group Stock held in each Brokerage Account under the
CarMax Plan shall be automatically reinvested in CarMax Group Stock, unless the
Participating Employee directs otherwise. The reinvestment shall be effected by
the Broker on the open market at the Participating Employee's expense as soon as
the Broker receives the cash dividends. The Company will not match reinvested
dividends and will not pay any expenses associated with reinvesting dividends.
The Committee shall have the right at any time or from time to time
upon written notice to the Broker to change the default dividend reinvestment
policy for future Brokerage Accounts which are established under the CarMax
Plan.
12. Rights as a Shareholder. A Participating Employee shall have the
right to vote full shares of CarMax Group Stock held in the Participating
Employee's Brokerage Account and the right to receive annual reports, proxy
statements and other documents sent to shareholders of CarMax Group Stock
generally; provided, however, that so long as such shares are held for a
Participating Employee by the Broker, if a Participating Employee fails to
respond in a timely manner to a request for instructions with respect to voting,
the Broker shall take such action with respect to the shares held for the
Participating Employee as permitted by the New York Stock
5
Exchange rules. To the extent that such rules and applicable law permit, the
Broker shall vote shares with respect to which no specific voting instructions
are given in accordance with the recommendations of the Board of Directors of
Circuit City.
By instructing the Broker in accordance with the terms and conditions
of the Brokerage Agreement (defined below), a Participating Employee shall have
the right at any time:
(a) to obtain a certificate for the whole shares of CarMax Group Stock
credited to the Participating Employee's Brokerage Account; or
(b) to direct that any whole shares of CarMax Group Stock in the
Brokerage Account be sold, and that the proceeds, less selling expenses, be
remitted to the Participating Employee or remain in the Brokerage Account
pending further instructions.
13. Rights Not Transferable. Rights under the CarMax Plan are not
transferable by a Participating Employee.
14. Joint Accounts. Participating Employees may, to the extent
permitted by the Broker, establish Brokerage Accounts as joint accounts with
rights therein as prescribed under applicable state law.
15. Certain Adjustments in the Case of Stock Dividends or Splits. The
Committee shall make appropriate adjustments in the number of shares of CarMax
Group Stock which may be purchased under the CarMax Plan if there are changes in
the CarMax Group Stock by reason of stock dividends, stock splits, reverse stock
splits, recapitalization, merger or consolidation.
16. Stopping Contributions. A Participating Employee may stop his or
her contributions by completing the appropriate section of the Enrollment Form
and delivering the form to the Benefits Department. Payroll Deductions will stop
the pay period after the completed Enrollment Form is processed by the Benefits
Department. In addition, contributions will be automatically stopped for any
Participating Employee who goes on a leave of absence without pay, effective
when the Employee ceases to be paid by the Company.
After contributions for an Employee have been stopped, the Broker will
leave the Brokerage Account open and the Employee will be responsible for any
account fees. Shares may be left in the Brokerage Account or the Employee may
sell the shares or request a certificate. If dividends are being paid and
reinvested at the time of withdrawal, they will continue to be reinvested (if
paid) unless the Employee requests the Broker to pay them in cash. The Employee
may also ask the Broker to close the Brokerage Account.
An Employee for whom contributions have been stopped may start
contributions again pursuant to Section 5 at any time when the Employee is an
Eligible Employee.
6
17. Termination of Participation in the CarMax Plan. An Employee's
participation in the CarMax Plan shall terminate upon the Employee's: (i)
ceasing to be employed by a CarMax Group Company, whether by reason of death or
otherwise, (ii) ceasing to meet the eligibility requirements set forth in
Section 3 or (iii) becoming an independent contractor ("Terminated
Participant").
With respect to each Terminated Participant: (i) payroll deductions
shall cease at the next payroll period after the Benefits Department has
received and processed notification of termination of participation, (ii)
purchases shall be made through the calendar month in which the last payroll
deduction is made, and (iii) the Brokerage Account shall remain open subject to
the same limitations and conditions set forth in the second paragraph of Section
16.
An Employee who has become a Terminated Participant may recommence
participation pursuant to Section 5 when he or she again becomes an Eligible
Employee.
18. Employees Transferred from a Circuit City Group Company. An
Employee who transfers from a Circuit City Group Company may participate in the
CarMax Plan as soon as the Employee is an Eligible Employee. If the transferred
Employee already has a Brokerage Account due to participation in the Circuit
City Plan (or from prior participation in the CarMax Plan), the same Brokerage
Account will be used for new purchases.
19. Amendment of the CarMax Plan. The Circuit City Board of Directors
may, at any time, or from time to time, amend the CarMax Plan in any respect.
20. Termination of the CarMax Plan. The CarMax Plan and all rights of
Employees hereunder shall terminate:
(a) on the last business day of any month that Participating Employees
become entitled to purchase a number of shares of CarMax Group Stock greater
than the number of shares remaining unpurchased out of the total number of
shares which may be purchased under the CarMax Plan; or
(b) at any earlier date at the discretion of the Circuit City Board of
Directors.
In the event that the CarMax Plan terminates under circumstances
described in (a) above, the CarMax Group Stock remaining unpurchased as of the
termination date shall be allocated to Participating Employees for purchase on a
pro rata basis.
Upon termination of the CarMax Plan, Brokerage Accounts shall remain
open subject to the same limitations and conditions set forth in the second
paragraph of Section 16.
21. Brokerage Account. The relationship between the Broker and each
Participating Employee shall be governed by a separate agreement of terms and
conditions between them which may be set forth in the Enrollment Form or a
separate document ("Brokerage
7
Agreement"). In electing to participate in the CarMax Plan, a Participating
Employee shall be deemed to have accepted the terms of the Brokerage Agreement.
22. Payment of Expenses. The Company shall pay all expenses associated
with purchases under the CarMax Plan, including brokerage commissions, if any.
The Company will not pay expenses for other transactions in the Participating
Employee's Brokerage Account, including sales of securities, dividend
reinvestments, issuance of stock certificates, purchases of securities outside
the CarMax Plan or expenses associated with open Brokerage Accounts where the
owner is not a Participating Employee.
23. Transition for Current Plan Participants. All Eligible Employees,
including Eligible Employees who participated in the 1997 Circuit City Stores,
Inc. Employee Stock Purchase Plan for CarMax Group Employees as in effect prior
to March 1, 1999 ("Old Plan") (such Employees, "Current Participants") shall
follow the participation procedures set forth in Section 5.
The foregoing notwithstanding, unless a Current Participant elects to
stop contributions in the manner described in Section 16, his or her payroll
deductions will continue. By allowing payroll deductions to continue after
February 28, 1999, a Current Participant will be deemed to have agreed to the
terms and conditions of the Brokerage Account and to the terms of the CarMax
Plan as amended and restated herein.
All shares and fractional interest in shares of CarMax Group Stock
credited to each Current Participant's Purchase Account, as defined in the Old
Plan, will be transferred and credited to the Current Participant's Brokerage
Account.
24. Effective Date of the CarMax Plan. The Amended and Restated CarMax
Plan shall be effective as of March 1, 1999.
25. Notices. Any notice or instruction to be given the Company shall
be in writing and delivered by hand, Company office mail or U.S. mail to the
address below:
CarMax, Inc.
c/o Secretary, Circuit City Stores, Inc.
9950 Mayland Drive
Richmond, Virginia 23233
Any signature submitted to the Company by facsimile will have the same force and
effect as an original signature.
26. Government and Other Regulations. The CarMax Plan, and the rights
to purchase CarMax Group Stock hereunder, and Circuit City's obligation to sell
and deliver CarMax Group Stock hereunder shall be subject to all applicable
federal, state and foreign laws, rules and regulations, and to such approvals by
any regulatory or government agency as may, in the opinion of counsel for the
Company and Circuit City, be required.
8
27. Indemnification of Committee. Service on the Committee shall
constitute service as a member of the Board of Directors of Circuit City so that
members of the Committee shall be entitled to indemnification and reimbursement
as members of the Board of Directors of Circuit City pursuant to its Articles of
Incorporation and Bylaws.
9
EXHIBIT 99.2
1984 CIRCUIT CITY STORES, INC.
EMPLOYEE STOCK PURCHASE PLAN
FOR CIRCUIT CITY GROUP EMPLOYEES
AS AMENDED AND RESTATED
EFFECTIVE MARCH 1, 1999
The 1984 Circuit City Stores, Inc. Employee Stock Purchase Plan for
Circuit City Group Employees as Amended and Restated effective March 1, 1999
(the "Circuit City Plan") provides eligible employees of Circuit City Stores,
Inc., a Virginia corporation (the "Company"), and its Subsidiaries an
opportunity to purchase Circuit City Stores, Inc. -- Circuit City Group Common
Stock as designated in the Amended and Restated Articles of Incorporation of
Circuit City Stores, Inc. ("Circuit City Group Stock") through payroll
deductions and to receive a Company match for a portion of their payroll
deductions.
1. Definitions. For the purposes of the Circuit City Plan the
following terms have the stated definitions. Additional terms are defined in the
sections below.
Benefits Department - The employee benefits department at Circuit City.
Broker - A broker/dealer meeting the requirements and selected by the Plan
Administrator as provided in Section 4.
CarMax Group Companies - CarMax, Inc. and its Subsidiaries.
Circuit City - Circuit City Stores, Inc.
Circuit City Group Companies - Circuit City and its Subsidiaries other than the
CarMax Group Companies.
CarMax Plan - 1997 Circuit City Stores, Inc. Employee Stock Purchase Plan for
CarMax Group Employees, as Amended and Restated effective March 1, 1999, and as
the same may be further amended from time to time.
Committee - The Compensation and Personnel Committee of the Board of Directors
of Circuit City.
Compensation - All cash compensation and commissions (estimated as deemed
necessary by the Committee) 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.
Eligible Employees - Employees who meet the requirements set forth in Section 3.
Eligibility Status - Employment with the Circuit City Group Companies as a
Regular Associate and as either (i) a Full-time Associate or (ii) a Part-time I
Associate hired before June 1, 1993. The capitalized terms used in the preceding
sentence which are not defined in the Circuit City Plan shall have the meanings
assigned to them in the Company's Policies and Procedures Manual. Determinations
regarding the status of an Employee for purposes of the Circuit City Plan may be
made from time to time by the Plan Administrator, but shall in each instance be
uniform in nature and applicable to all persons similarly situated.
Employee - Any person who is employed as a common law employee on the employing
company's United States payroll. Persons engaged as independent contractors are
not included in the definition of Employee.
Enrollment Date - The dates on which Eligible Employees may begin participation
in the Circuit City Plan. Enrollment Dates occur on the first day of each month.
Participating Employees - Eligible Employees who participate in the Circuit City
Plan.
Plan Administrator - An Employee of Circuit City or one of its Subsidiaries
appointed by the Committee as provided in Section 4.
Subsidiary - Any business entity (including, but not limited to, a corporation,
partnership, or limited liability company) of which a company (the "Parent")
directly or indirectly owns one hundred percent (100%) of the voting interest of
the entity unless the Committee determines that the entity should not be
considered a Subsidiary for purposes of the Circuit City Plan. If the Parent
owns less than one hundred percent (100%) of the voting interest of the entity,
the entity will be considered a Subsidiary for purposes of the Circuit City Plan
only if the Committee determines that the entity should be so considered.
2. Amount of Stock Subject to the Circuit City Plan. The total number
of shares of Circuit City Group Stock which may be purchased under the Circuit
City Plan shall be 6,500,000, subject to adjustment as provided in Section 15.
Such shares may be newly issued shares that have been authorized but not yet
issued or may be shares purchased for Participating Employees on the open
market.
3. Eligible Employees. All present and future Employees of the Circuit
City Group Companies who have been employed by a Circuit City Group Company
and/or a CarMax Group Company for at least one year are eligible to participate
in the Circuit City Plan, except: (i) Employees whose status is not within the
definition of Eligibility Status, (ii) Employees who are subject to Section 16
of the Securities Exchange Act of 1934, as amended, with respect to securities
of Circuit City, (iii) Employees who are officers of Circuit City Group
Companies, or
2
(iv) Employees who have not reached the age of majority in the state in which
the Employee maintains his or her residence.
If an Employee has one year of service but is excluded from
participation in the Circuit City Plan due to the requirements set forth in (i),
(ii), (iii) or (iv) in the preceding paragraph, the Employee will be eligible to
participate in the Circuit City Plan on the first Enrollment Date after he or
she is no longer excluded because of such requirements. Continuity of service
for purposes of the Circuit City Plan is defined by the Rehire/Reinstatement and
Change of Status Policy in effect for Employees of the Circuit City Group
Companies at the time the eligibility determination is made.
4. Administration of the Circuit City Plan. The Circuit City Plan
shall be administered by the Committee. The Committee shall have all powers
necessary to administer the Circuit City Plan, including but not limited to the
power to construe and interpret the Circuit City Plan's documents; to decide all
questions relating to an Employee's employment status and eligibility to
participate in the Circuit City Plan; to make adjustments to the limitations on
payroll deductions set forth in Section 6; to employ such other persons as are
necessary for the proper administration of the Circuit City Plan; and to make
all other determinations necessary or advisable in administering the Circuit
City Plan. Any construction, interpretation, or application of the Circuit City
Plan by the Committee shall be final, conclusive and binding.
The Committee shall appoint an officer or other Employee of Circuit
City or one of its Subsidiaries to serve as the Circuit City Plan Administrator
("Plan Administrator"). The Plan Administrator shall be authorized to designate
other Employees of Circuit City or its Subsidiaries to assist him or her in
carrying out his or her responsibilities under the Circuit City Plan. The Plan
Administrator and his or her designees shall be responsible for the general
administration of the Circuit City Plan including establishment of operating
procedures and document submission deadlines and such other matters as the
Committee deems necessary for the efficient and proper administration of the
Circuit City Plan.
The Plan Administrator shall appoint a broker/dealer registered with
the Securities and Exchange Commission and a member of the National Association
of Securities Dealers and the New York Stock Exchange ("Broker") in order to
fulfill duties of the Broker set forth herein. The Plan Administrator shall also
have the authority to replace any Broker he or she has appointed for the Circuit
City Plan with another broker/dealer meeting the foregoing requirements.
5. Participation in the Circuit City Plan. An Eligible Employee may
commence or recommence participation in the Circuit City Plan effective on any
Enrollment Date by completing and delivering on a timely basis to the Benefits
Department a form prescribed by the Plan Administrator (the "Enrollment Form").
3
An Employee seeking to participate in the Circuit City Plan must
deliver an Enrollment Form to the Benefits Department so that it is received
sufficiently prior to the Enrollment Date to allow processing by the Benefits
Department. The Plan Administrator may establish a submission deadline for
Enrollment Forms. The Enrollment Form shall authorize payroll deductions from
the Employee's Compensation and authorize the Broker to establish an individual
securities account for the Employee ("Brokerage Account").
A Participating Employee's contributions will begin in the pay period
that includes the Enrollment Date that the Employee's enrollment is effective.
The amount of the Participating Employee's contribution will be based on his or
her Compensation for the entire pay period in which the first day of the month
occurs, even if part of that pay period is before the first day of the month.
6. Payroll Deductions and Limitations. Payroll deductions shall be a
percentage of the Participating Employee's Compensation for each payroll period
as specified in the Participating Employee's Enrollment Form. 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.
The maximum amount that may be contributed by each Participating
Employee to the Circuit City Plan and the CarMax Plan, in the aggregate, 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 Circuit City Group Stock and payroll deductions under the Circuit
City Plan shall be suspended for the remainder of the calendar year. However,
the Participating Employee shall continue to be a participant under the Circuit
City Plan unless he or she elects to stop contributions in the manner described
in Section 16 or his or her participation terminates under Section 17 and the
Employee's purchases of Circuit City Group Stock and payroll deductions will be
resumed for the first full payroll period of the next calendar year. For
purposes of this Section, "aggregate payroll deductions" refers to the
cumulative year to date deductions made for the Employee under the Circuit City
Plan and the CarMax Plan.
7. Changes in Payroll Deductions. A Participating Employee may change
the percentage of his or her payroll deductions, subject to the minimum, maximum
and allowed increments set forth in Section 6. To accomplish this, the
Participating Employee must submit to the Benefits Department a new Enrollment
Form stating the new deduction percentage. The change will be effective as of
the first of the next month if the Enrollment Form is received sufficiently
prior to the first of the month to allow processing by the Benefits Department.
Deadlines for submission of Enrollment Forms for the purpose of changing payroll
deductions may be established by the Plan Administrator. A Participating
Employee may also elect to stop making contributions in the manner described in
Section 16.
4
8. Purchase Price. The purchase price under the Circuit City Plan for
each share of Circuit City Group Stock shall be (i) the average cost of all
shares purchased for a particular month on the open market ("Open Market
Purchase Price") when the shares are purchased on the open market; or (ii) the
closing price of Circuit City Group Stock on the New York Stock Exchange on the
last business day of the month ("New Issue Purchase Price") when the shares are
purchased from Circuit City.
9. Method of Purchase. The shares of Circuit City Group Stock shall be
purchased once each month in one of the following manners at Circuit City's
discretion:
(a) Shares Purchased on the Open Market. The Company shall transmit the
aggregate payroll deductions from the prior month together with the related
Company Contribution (described below) and information on each Participating
Employee's contribution to the Broker promptly after the end of each month. On a
date as soon as practicable following receipt of the funds, the Broker will
commence applying the funds to purchase Circuit City Group Stock on the open
market. As soon as practicable after completing the purchase of the shares, the
Broker shall credit the Brokerage Account for each Participating Employee with
as many shares and fractional interests in shares as the Participating
Employee's contribution and the Company Contribution will allow, based on the
Open Market Purchase Price; or
(b) Shares Purchased Directly from Circuit City. Promptly after the end
of each month, the Company shall issue and forward to the Broker the number of
shares of Circuit City Group Stock that the Participating Employees'
contributions and the related Company Contribution have purchased at the New
Issue Purchase Price. The Company shall also submit to the Broker information on
each Participating Employee's contribution. As soon as practicable following
receipt of the shares and related information, the Broker shall credit the
Brokerage Account for each Participating Employee with his or her proportionate
interest in the shares delivered, based on the New Issue Purchase Price.
10. Company Match. The Company shall contribute an amount each month
("Company Contribution") towards the purchase of shares for the Participating
Employees. The Company Contribution is set by the Board of Directors of Circuit
City and is currently 15% of each Participating Employee's contribution. The
Company Contribution shall be used to purchase shares for Participating
Employees as described in Section 9.
11. Dividend Reinvestment. Each Brokerage Account shall be established
with the following default dividend policy. Cash dividends, if any, paid with
respect to the Circuit City Group Stock held in each Brokerage Account under the
Circuit City Plan shall be automatically reinvested in Circuit City Group Stock,
unless the Participating Employee directs otherwise. The reinvestment shall be
effected by the Broker on the open market at the Participating Employee's
expense as soon as the Broker receives the cash dividends. The Company will not
match reinvested dividends and will not pay any expenses associated with
reinvesting dividends.
5
The Committee shall have the right at any time or from time to time
upon written notice to the Broker to change the default dividend reinvestment
policy for future Brokerage Accounts which are established under the Circuit
City Plan.
12. Rights as a Shareholder. A Participating Employee shall have the
right to vote full shares of Circuit City Group Stock held in the Participating
Employee's Brokerage Account and the right to receive annual reports, proxy
statements and other documents sent to shareholders of Circuit City Group Stock
generally; provided, however, that so long as such shares are held for a
Participating Employee by the Broker, if a Participating Employee fails to
respond in a timely manner to a request for instructions with respect to voting,
the Broker shall take such action with respect to the shares held for the
Participating Employee as permitted by the New York Stock Exchange rules. To the
extent that such rules and applicable law permit, the Broker shall vote shares
with respect to which no specific voting instructions are given in accordance
with the recommendations of the Board of Directors of Circuit City.
By instructing the Broker in accordance with the terms and conditions
of the Brokerage Agreement (defined below), a Participating Employee shall have
the right at any time:
(a) to obtain a certificate for the whole shares of Circuit City Group
Stock credited to the Participating Employee's Brokerage Account; or
(b) to direct that any whole shares of Circuit City Group Stock in the
Brokerage Account be sold, and that the proceeds, less selling expenses, be
remitted to the Participating Employee or remain in the Brokerage Account
pending further instructions.
13. Rights Not Transferable. Rights under the Circuit City Plan are
not transferable by a Participating Employee.
14. Joint Accounts. Participating Employees may, to the extent
permitted by the Broker, establish Brokerage Accounts as joint accounts with
rights therein as prescribed under applicable state law.
15. Certain Adjustments in the Case of Stock Dividends or Splits. The
Committee shall make appropriate adjustments in the number of shares of Circuit
City Group Stock which may be purchased under the Circuit City Plan if there are
changes in the Circuit City Group Stock by reason of stock dividends, stock
splits, reverse stock splits, recapitalization, merger or consolidation.
16. Stopping Contributions. A Participating Employee may stop his or
her contributions by completing the appropriate section of the Enrollment Form
and delivering the form to the Benefits Department. Payroll Deductions will stop
the pay period after the completed Enrollment Form is processed by the Benefits
Department. In addition, contributions
6
will be automatically stopped for any Participating Employee who goes on a leave
of absence without pay, effective when the Employee ceases to be paid by the
Company.
After contributions for an Employee have been stopped, the Broker will
leave the Brokerage Account open and the Employee will be responsible for any
account fees. Shares may be left in the Brokerage Account or the Employee may
sell the shares or request a certificate. If dividends are being paid and
reinvested at the time of withdrawal, they will continue to be reinvested (if
paid) unless the Employee requests the Broker to pay them in cash. The Employee
may also ask the Broker to close the Brokerage Account.
An Employee for whom contributions have been stopped may start
contributions again pursuant to Section 5 at any time when the Employee is an
Eligible Employee.
17. Termination of Participation in the Circuit City Plan. An
Employee's participation in the Circuit City Plan shall terminate upon the
Employee's: (i) ceasing to be employed by a Circuit City Group Company, whether
by reason of death or otherwise, (ii) ceasing to meet the eligibility
requirements set forth in Section 3, or (iii) becoming an independent contractor
("Terminated Participant").
With respect to each Terminated Participant: (i) payroll deductions
shall cease at the next payroll period after the Benefits Department has
received and processed notification of termination of participation, (ii)
purchases shall be made through the calendar month in which the last payroll
deduction is made, and (iii) the Brokerage Account shall remain open subject to
the same limitations and conditions set forth in the second paragraph of Section
16.
An Employee who has become a Terminated Participant may recommence
participation pursuant to Section 5 when he or she again becomes an Eligible
Employee.
18. Employees Transferred from a CarMax Group Company. An Employee who
transfers from a CarMax Group Company may participate in the Plan as soon as the
Employee is an Eligible Employee. If the transferred Employee already has a
Brokerage Account due to participation in the CarMax Plan (or from prior
participation in the Circuit City Plan), the same Brokerage Account will be used
for new purchases.
19. Amendment of the Circuit City Plan. The Circuit City Board of
Directors may, at any time, or from time to time, amend the Circuit City Plan in
any respect.
20. Termination of the Circuit City Plan. The Circuit City Plan and
all rights of Employees hereunder shall terminate:
(a) on the last business day of any month that Participating Employees
become entitled to purchase a number of shares of Circuit City Group Stock
greater than the number of
7
shares remaining unpurchased out of the total number of shares which may be
purchased under the Circuit City Plan; or
(b) at any earlier date at the discretion of the Circuit City Board of
Directors.
In the event that the Circuit City Plan terminates under circumstances
described in (a) above, the Circuit City Group Stock remaining unpurchased as of
the termination date shall be allocated to Participating Employees for purchase
on a pro rata basis.
Upon termination of the Circuit City Plan, Brokerage Accounts shall
remain open subject to the same limitations and conditions set forth in the
second paragraph of Section 16.
21. Brokerage Account. The relationship between the Broker and each
Participating Employee shall be governed by a separate agreement of terms and
conditions between them which may be set forth in the Enrollment Form or a
separate document ("Brokerage Agreement"). In electing to participate in the
Circuit City Plan, a Participating Employee shall be deemed to have accepted the
terms of the Brokerage Agreement.
22. Payment of Expenses. The Company shall pay all expenses associated
with purchases under the Circuit City Plan, including brokerage commissions, if
any. The Company will not pay expenses for other transactions in the
Participating Employee's Brokerage Account, including sales of securities,
dividend reinvestments, issuance of stock certificates, purchases of securities
outside the Circuit City Plan or expenses associated with open Brokerage
Accounts where the owner is not a Participating Employee.
23. Transition for Current Plan Participants. All Eligible Employees,
including Eligible Employees who participated in the 1984 Circuit City Stores,
Inc. Employee Stock Purchase Plan for Circuit City Group Employees as in effect
prior to March 1, 1999 ("Old Plan") (such Employees, "Current Participants")
shall follow the participation procedures set forth in Section 5.
The foregoing notwithstanding, unless a Current Participant elects to
stop contributions in the manner described in Section 16, his or her payroll
deductions will continue. By allowing payroll deductions to continue after
February 28, 1999, a Current Participant will be deemed to have agreed to the
terms and conditions of the Brokerage Account and to the terms of the Circuit
City Plan as amended and restated herein.
All shares and fractional interest in shares of Circuit City Group
Stock credited to each Current Participant's Purchase Account, as defined in the
Old Plan, will be transferred and credited to the Current Participant's
Brokerage Account.
24. Effective Date of the Circuit City Plan. The Amended and Restated
Circuit City Plan shall be effective as of March 1, 1999.
8
25. Notices. Any notice or instruction to be given the Company shall
be in writing and delivered by hand, Company office mail or U.S. mail to the
address below:
Circuit City Stores, Inc.
c/o Secretary, Circuit City Stores, Inc.
9950 Mayland Drive
Richmond, Virginia 23233
Any signature submitted to the Company by facsimile will have the same force and
effect as an original signature.
26. Government and Other Regulations. The Circuit City Plan, and the
rights to purchase Circuit City Group Stock hereunder, and Circuit City's
obligation to sell and deliver Circuit City Group Stock hereunder shall be
subject to all applicable federal, state and foreign laws, rules and
regulations, and to such approvals by any regulatory or government agency as
may, in the opinion of counsel for the Company and Circuit City, be required.
27. Indemnification of Committee. Service on the Committee shall
constitute service as a member of the Board of Directors of Circuit City so that
members of the Committee shall be entitled to indemnification and reimbursement
as members of the Board of Directors of Circuit City pursuant to its Articles of
Incorporation and Bylaws.
9
