Common use of Termination Due to Retirement or Death Clause in Contracts

Termination Due to Retirement or Death. In the event the Executive's employment is terminated while this Agreement is in force, by reason of Retirement (defined as voluntary Normal Retirement under the then established rules of the Company's tax-qualified retirement plan) or death, the Executive's benefits shall be determined in accordance with the Company's retirement, survivor's benefits, insurance, and other applicable programs of the Company then in effect. In addition all stock grants, except performance based grants in the case of retirement, will become immediately vested and may be exercised by you, your personal representatives, distributees, legatees, or estate at any time before the expiration date of the grant. The Effective Date of Termination shall be ninety (90) days following the date the Executive provides the Company with written notice that the Executive is terminating employment by reason of Retirement or on the Executive's date of death. Upon the Effective Date of Termination, the Company shall be obligated to pay the Executive or, if applicable, the Executive's estate: (a) any salary that was accrued but not yet paid as of the Effective Date of Termination; (b) the unpaid Annual Bonus, if any, with respect to the calendar year preceding the Effective Date of Termination (such Annual Bonus, if any, to be determined in the manner it would have been determined and payable at the time it would have been payable under Section 4.2 had there been no termination of the Employment Period); (c) a pro rata share of target Annual Bonus for the calendar year in which the Effective Date of Termination occurs (the calculation by which the Annual Bonus is multiplied by a fraction, the numerator of which is the number of full completed days in the bonus plan year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365)); and (d) all other rights and benefits that the Executive is vested in, pursuant to other plans and programs of the Company

Termination Due to Retirement or Death. In the event the Executive's ’s employment is terminated while this Agreement is in force, ends by reason of Retirement (defined as voluntary “Normal Retirement Retirement” under the then established definitions and rules of the Company's ’s tax-qualified retirement plan) or deaththe Executive’s death during the term of this Agreement, the Executive's ’s benefits shall be determined in accordance with the Company's ’s retirement, survivor's ’s benefits, insurance, and and/or other applicable programs of the Company then in effect. In addition addition, all stock grants, except performance performance-based grants in the case of retirementRetirement, will become immediately vested and may be exercised by youthe Executive, your the Executive’s personal representatives, distributees, legatees, or estate at any time before the expiration date of the grant. The Effective Date of Termination due to Retirement or death shall be (a) ninety (90) days following the date the Executive provides the Company with written notice that the Executive is terminating ending employment by reason of Retirement or (b) on the Executive's ’s date of death, as the case may be. Upon the Effective Date of Termination, the Company shall be obligated to pay the Executive or, if applicable, the Executive's ’s estate: ; (a) any salary Base Salary or Annual Bonus that was accrued but not yet paid as of the Effective Date of Termination; plus (b) the unpaid Annual Bonus, if any, with respect to the calendar year preceding the Effective Date of Termination (such Annual Bonus, if any, to be determined in the manner it would have been determined and payable at the time it would have been payable under Section 4.2 had there been no termination of the Employment Period); (c) a pro rata share of target the Annual Bonus for the calendar year Employment Year in which the Effective Date of Termination occurs (calculated by multiplying (i) the calculation Base Salary in effect on the Effective Date of Termination by which (ii) the Annual Minimum Bonus is multiplied Rate in effect on the Effective Date of Termination and by (iii) a fraction, the numerator of which is the number of full completed days in the bonus plan year Employment Year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365)); and (dc) all other rights and benefits that the Executive is vested in, pursuant to other plans and programs of the Company.

Termination Due to Retirement or Death. In the event the Executive's employment is terminated while this Agreement is in force, ends by reason of Retirement (defined as voluntary "Normal Retirement Retirement" under the then established definitions and rules of the Company's tax-qualified retirement plan) or deaththe Executive's death during the term of this Agreement, the Executive's benefits shall be determined in accordance with the Company's retirement, survivor's benefits, insurance, and and/or other applicable programs of the Company then in effect. In addition addition, all stock grants, except performance performance-based grants in the case of retirementRetirement, will become immediately vested and may be exercised by youthe Executive, your the Executive's personal representatives, distributees, legatees, or estate at any time before the expiration date of the grant. The Effective Date of Termination due to Retirement or death shall be (a) ninety (90) days following the date the Executive provides the Company with written notice that the Executive is terminating ending employment by reason of Retirement or (b) on the Executive's date of death, as the case may be. Upon the Effective Date of Termination, the Company shall be obligated to pay the Executive or, if applicable, the Executive's estate: ; (a) any salary Base Salary or Annual Bonus that was accrued but not yet paid as of the Effective Date of Termination; plus (b) the unpaid Annual Bonus, if any, with respect to the calendar year preceding the Effective Date of Termination (such Annual Bonus, if any, to be determined in the manner it would have been determined and payable at the time it would have been payable under Section 4.2 had there been no termination of the Employment Period); (c) a pro rata share of target the Annual Bonus for the calendar year Employment Year in which the Effective Date of Termination occurs (calculated by multiplying (i) the calculation Base Salary in effect on the Effective Date of Termination by which (ii) the Annual Minimum Bonus is multiplied Rate in effect on the Effective Date of Termination and by (iii) a fraction, the numerator of which is the number of full completed days in the bonus plan year Employment Year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365)); and (dc) all other rights and benefits that the Executive is vested in, pursuant to other plans and programs of the Company.

Termination Due to Retirement or Death. In the event the Executive's ’s employment is terminated while this Agreement is in force, by reason of Retirement (defined as voluntary Normal Retirement under the then established rules of the Company's ’s tax-qualified retirement plan) or death, the Executive's ’s benefits shall be determined in accordance with the Company's ’s retirement, survivor's ’s benefits, insurance, and other applicable programs of the Company then in effect. In addition all stock grants, except performance based grants in the case of retirement, will become immediately vested and may be exercised by you, your personal representatives, distributees, legatees, or estate at any time before the expiration date of the grant. The Effective Date of Termination shall be ninety (90) days following the date the Executive provides the Company with written notice that the Executive is terminating employment by reason of Retirement or on the Executive's ’s date of death. Upon the Effective Date of Termination, the Company shall be obligated to pay the Executive or, if applicable, the Executive's ’s estate: (a) any salary that was accrued but not yet paid as of the Effective Date of Termination; (b) the unpaid Annual Bonus, if any, with respect to the calendar year preceding the Effective Date of Termination (such Annual Bonus, if any, to be determined in the manner it would have been determined and payable at the time it would have been payable under Section 4.2 had there been no termination of the Employment Period); (c) a pro rata share of target Annual Bonus for the calendar year in which the Effective Date of Termination occurs (the calculation by which the Annual Bonus is multiplied by a fraction, the numerator of which is the number of full completed days in the bonus plan year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365)); and (d) all other rights and benefits that the Executive is vested in, pursuant to other plans and programs of the Company.

Termination Due to Retirement or Death. (a) In the event the Executive's ’s employment is terminated while this Agreement is in force, ends by reason of Retirement (as defined as voluntary Normal Retirement under below), the then established rules Date of Termination shall be the date set forth in a notice by the Executive, which notice shall be given to the Company at least ninety (90) days prior to such date. In the event of the Company's tax-qualified retirement plan) or Executive’s death, the Date of Termination shall be the date of death. In either case, the Executive's ’s benefits shall be determined in accordance with the Company's ’s retirement, survivor's ’s benefits, insurance, insurance and other applicable plans and programs of the Company then in effect. In addition all stock grantsFor the purposes of this Agreement, except performance based grants “Retirement” shall mean the Executive’s voluntary termination of employment at a time during which he is eligible for “Normal Retirement” or “Early Retirement” as such terms are defined in the case of retirementCarMax, will become immediately vested and may be exercised by you, your personal representatives, distributees, legatees, or estate at any time before the expiration date Inc. Pension Plan as of the grantEffective Date. The Effective (b) Upon the Date of Termination shall be ninety (90) days following due to the date the Executive provides the Company with written notice that the Executive is terminating employment by reason of Executive’s Retirement or on the Executive's date of death. Upon the Effective Date of Termination, the Company shall be obligated to pay the Executive or, if applicable, the Executive's ’s beneficiary or estate, the following “Accrued Obligations”: (ai) any salary Base Salary that was accrued but not yet paid as of the Effective Date of Termination; (bii) the unpaid Annual Bonus, if any, earned with respect to the calendar fiscal year preceding the Effective Date of Termination; (iii) any compensation previously deferred by the Executive by his own election; and (iv) all other employee welfare and retirement benefits to which the Executive is entitled on the Date of Termination (such Annual Bonus, if any, to be determined in accordance with the manner it would have been determined and payable at terms of the time it would have been applicable plan or plans. The Accrued Obligations payable under Section 4.2 had there been no termination the above clauses (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 payable under clauses (iii) and (iv) shall be paid in accordance with the terms of the Employment Period); plan under which they are due. (c) Upon the Date of Termination due to the Executive’s Retirement, the Executive shall be entitled to a pro rata share of target the Annual Bonus based on actual performance for the calendar fiscal year in which the Effective Date of Termination occurs (such proration to be based on the calculation by which the Annual Bonus is multiplied by a fraction, the numerator of which is the number of full completed days in of employment during the bonus plan fiscal year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five 365) (365)); and (d) all other rights and benefits that the Executive is vested in, pursuant to other plans and programs of the Company“Pro Rata

Termination Due to Retirement or Death. In the event the Executive's employment is terminated while this Agreement is in force, ends by reason of Retirement retirement (defined as either voluntary "Normal Retirement Retirement" or voluntary "Early Retirement", as applicable, under the then established definitions and rules of the Company's tax-qualified retirement plan, and hereinafter referred to as "Retirement") or deaththe Executive's death during the term of this Agreement, the Executive's benefits shall be determined in accordance with the Company's retirement, survivor's benefits, insurance, and and/or other applicable programs of the Company then in effect. In addition all stock grants, except performance based grants in the case of retirement, will become immediately vested and may be exercised by you, your personal representatives, distributees, legatees, or estate at any time before the expiration The date of the grant. The Effective termination ("Date of Termination Termination") due to Retirement or death shall be (a) ninety (90) days following the date the Executive provides the Company with written notice that the Executive is terminating ending employment by reason of Retirement or (b) on the Executive's date of death, as the case may be. Upon the Effective Date of Termination, the Company shall be obligated to pay the Executive or, if applicable, the Executive's beneficiary or estate: ; (a) any salary Base Salary that was accrued but not yet paid as of the Effective Date of Termination; (b) the unpaid Annual Bonus, if any, with respect to the calendar fiscal year preceding the Effective Date of Termination (such Annual Bonus, if any, to be determined in the manner it would have been determined and payable at the time it would have been payable under Section 4.2 5.2 had there been no termination of the Employment Period); (c) a pro rata share of the target Annual Bonus for the calendar fiscal year in which the Effective Date of Termination occurs (calculated by multiplying (i) the calculation Base Salary in effect on the Date of Termination by which (ii) the Annual Target Bonus is multiplied Rate in effect on the Date of Termination and by (iii) a fraction, the numerator of which is the number of full completed days in the bonus plan year Employment Year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365)); and (d) any compensation previously deferred by the Executive by his own election, and (e) all other vested rights and benefits that the Executive is vested in, entitled to pursuant to other plans and programs of the Company. All of the Executive's outstanding stock options, stock grants, stock appreciation rights, performance-based grants, and all other forms of incentive compensation, regardless of whether such is equity or cash based, will, to the extent allowed under the terms and conditions of the applicable incentive compensation award agreement, become fully vested and immediately exercisable by the Executive, the Executive's personal representatives, distributees, legatees, or estate, as applicable.

Termination Due to Retirement or Death. In the event the Executive's employment is terminated while this Agreement is in force, ends by reason of Retirement (defined as voluntary "Normal Retirement Retirement" under the then established definitions and rules of the Company's tax-qualified retirement planplan in which the Executive participates) or deaththe Executive's death during the term of this Agreement, the Executive's benefits shall be determined in accordance with the Company's retirement, survivor's benefits, insurance, and and/or other applicable programs of the Company then in effect. In addition addition, all stock grants, except performance performance-based grants in the case of retirementRetirement, will become immediately vested and may be exercised by youthe Executive, your the Executive's personal representatives, distributees, legatees, or estate at any time before the expiration date of the grant. The Effective Date of Termination due to Retirement or death shall be (a) ninety (90) days following the date the Executive provides the Company with written notice that the Executive is terminating ending employment by reason of Retirement or (b) on the Executive's date of death, as the case may be. Upon the Effective Date of Termination, the Company shall be obligated to pay the Executive or, if applicable, the Executive's estate: ; (a) any salary that was accrued but not yet paid as of the Effective Date of Termination; (bTermination;(b) the unpaid Annual Bonus, if any, with respect to the calendar year preceding the Effective Date of Termination (such Annual Bonus, if any, to be determined in the manner it would have been determined and payable at the time it would have been payable under Section 4.2 had there been no termination of the Employment Period); (c) a pro rata share of the target Annual Bonus for the calendar year in which the Effective Date of Termination occurs (the calculation by which the target Annual Bonus is multiplied by a fraction, the numerator of which is the number of full completed days in the bonus plan year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365)); and (d) all other rights and benefits that the Executive is vested in, pursuant to other plans and programs of the CompanyCompany or Circuit City Stores, Inc.

Termination Due to Retirement or Death. In the event the Executive's ’s employment is terminated while this Agreement is in force, ends by reason of Retirement (defined as voluntary “Normal Retirement Retirement” under the then established definitions and rules of the Company's ’s tax-qualified retirement planplan in which the Executive participates) or deaththe Executive’s death during the term of this Agreement, the Executive's ’s benefits shall be determined in accordance with the Company's ’s retirement, survivor's ’s benefits, insurance, and and/or other applicable programs of the Company then in effect. In addition addition, all stock grants, except performance performance-based grants in the case of retirementRetirement, will become immediately vested and may be exercised by youthe Executive, your the Executive’s personal representatives, distributees, legatees, or estate at any time before the expiration date of the grant. The Effective Date of Termination due to Retirement or death shall be (a) ninety (90) days following the date the Executive provides the Company with written notice that the Executive is terminating ending employment by reason of Retirement or (b) on the Executive's ’s date of death, as the case may be. Upon the Effective Date of Termination, the Company shall be obligated to pay the Executive or, if applicable, the Executive's ’s estate: ; (a) any salary that was accrued but not yet paid as of the Effective Date of Termination; (b) the unpaid Annual Bonus, if any, with respect to the calendar year preceding the Effective Date of Termination (such Annual Bonus, if any, to be determined in the manner it would have been determined and payable at the time it would have been payable under Section 4.2 had there been no termination of the Employment Period); (c) a pro rata share of the target Annual Bonus for the calendar year in which the Effective Date of Termination occurs (the calculation by which the target Annual Bonus is multiplied by a fraction, the numerator of which is the number of full completed days in the bonus plan year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365)); and (d) all other rights and benefits that the Executive is vested in, pursuant to other plans and programs of the CompanyCompany or Circuit City Stores, Inc.