Carmax Inc Sample Contracts

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Exhibit 10.1 FORM OF CARMAX, INC. EMPLOYMENT AGREEMENT FOR EXECUTIVE OFFICERS
Employment Agreement • October 12th, 2004 • Carmax Inc • Retail-auto dealers & gasoline stations • Virginia
Published CUSIP Number: 14312CAA5 -----------
Credit Agreement • October 7th, 2005 • Carmax Inc • Retail-auto dealers & gasoline stations • New York
among CARMAX AUTO SUPERSTORES, INC., as Borrower CARMAX, INC., as Guarantor
Credit Agreement • May 29th, 2003 • Carmax Inc • Retail-auto dealers & gasoline stations • Michigan
AMENDMENT NO. 1 TO THE TRANSITION SERVICES AGREEMENT
Transition Services Agreement • October 15th, 2003 • Carmax Inc • Retail-auto dealers & gasoline stations
Joint Filing Agreement
Joint Filing Agreement • February 14th, 2003 • Carmax Inc • Retail-auto dealers & gasoline stations

The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock, $0.50 par value of Carmax, Inc., dated as of February 13, 2003, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.

GUARANTY
Guaranty • January 7th, 2005 • Carmax Inc • Retail-auto dealers & gasoline stations • Michigan

THIS GUARANTY dated as of May 17, 2002 is executed in favor of DAIMLERCHRYSLER SERVICES NORTH AMERICA LLC ("DCSNA"), as Agent, and the Lender Parties referred to below.

AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 29th, 2003 • Carmax Inc • Retail-auto dealers & gasoline stations
Contract
Severance Agreement • January 5th, 2024 • Carmax Inc • Retail-auto dealers & gasoline stations • Virginia
RIGHTS AGREEMENT between CARMAX, INC. and WELLS FARGO BANK MINNESOTA, N.A. Dated as of May 21, 2002
Rights Agreement • June 6th, 2002 • Carmax Inc • Retail-auto dealers & gasoline stations • Virginia

This Rights Agreement (the “Agreement”) is entered into as of May 21, 2002, between CarMax, Inc., a Virginia corporation (the “Company”), and Wells Fargo Bank Minnesota, N.A., a national banking association (the “Rights Agent”).

CONSULTING AGREEMENT
Consulting Agreement • October 1st, 2021 • Carmax Inc • Retail-auto dealers & gasoline stations • Virginia

This Consulting Agreement (the “Agreement”), is made by and between CarMax Inc., and its affiliated companies (collectively, the “Company”) and Edwin J. Hill (the “Consultant”) executed as of September 29, 2021.

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • October 3rd, 2002 • Carmax Inc • Retail-auto dealers & gasoline stations • Virginia

This TRANSITION SERVICES AGREEMENT is dated as of October 1, 2002 by and between Circuit City Stores, Inc., a Virginia corporation (“Circuit City Stores”) and CarMax, Inc., a Virginia corporation (“CarMax”).

SEVERANCE AGREEMENT FOR EXECUTIVE OFFICER Amended and Restated
Severance Agreement • April 26th, 2013 • Carmax Inc • Retail-auto dealers & gasoline stations • Virginia

THIS SEVERANCE AGREEMENT (“Agreement”) entered into as of August 27, 2007 (“Effective Date”) between CarMax, Inc., a Virginia corporation, and its affiliated companies (collectively, the “Company”), and William D. Nash (the “Senior Vice President”), is amended and restated as of December 1, 2011.

CONFIDENTIALITY AGREEMENT
Confidentiality Agreement • October 3rd, 2002 • Carmax Inc • Retail-auto dealers & gasoline stations • Virginia

This Confidentiality Agreement (“Agreement”) is made as of October 1, 2002 by and among Circuit City Stores, Inc., (“Circuit City”) a Virginia corporation and CarMax, Inc., a Virginia corporation (“CarMax”), either Circuit City or CarMax as a “Party” or collectively, as the “Parties”.

AMENDED AND RESTATED TAX ALLOCATION AGREEMENT
Tax Allocation Agreement • October 3rd, 2002 • Carmax Inc • Retail-auto dealers & gasoline stations • Virginia

This AMENDED AND RESTATED TAX ALLOCATION AGREEMENT is dated as of October 1, 2002, by and among Circuit City Stores, Inc. (“Circuit City”), a Virginia corporation, and those corporations listed on Exhibit A hereto (together with Circuit City, the “Parties”).

CARMAX, INC. EMPLOYMENT AGREEMENT FOR EXECUTIVE OFFICER Amended and Restated
Employment Agreement • January 9th, 2012 • Carmax Inc • Retail-auto dealers & gasoline stations • Virginia

THIS EMPLOYMENT AGREEMENT (“Agreement”), entered into as of October 17, 2006 (“Effective Date”) between CarMax, Inc., a Virginia corporation, and its affiliated companies (collectively, the “Company”), and Thomas J. Folliard (the “Executive”) is amended and restated as of December 1, 2011.

EMPLOYEE BENEFITS AGREEMENT BY AND BETWEEN CIRCUIT CITY STORES, INC. AND CARMAX, INC. Effective as of October 1, 2002
Employee Benefits Agreement • October 3rd, 2002 • Carmax Inc • Retail-auto dealers & gasoline stations • Virginia

This EMPLOYEE BENEFITS AGREEMENT, dated as of October 1, 2002 (the “Effective Date”) is by and between Circuit City Stores, Inc., a Virginia corporation (“Circuit City”), and CarMax, Inc., a Virginia corporation and a wholly owned subsidiary of Circuit City (“CarMax”).

CARMAX, INC. SEVERANCE AGREEMENT
Severance Agreement • April 28th, 2011 • Carmax Inc • Retail-auto dealers & gasoline stations • Virginia

THIS SEVERANCE AGREEMENT (“Agreement”) is made, entered into and is effective this August 27, 2007 (“Effective Date”) by and between CarMax, Inc., a Virginia corporation, and its affiliated companies (collectively, the “Company”), and William C. Wood, Jr. (the “Vice President”).

Contract
Credit Agreement • April 14th, 2022 • Carmax Inc • Retail-auto dealers & gasoline stations
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FORM OF CARMAX EXECUTIVE OFFICER EMPLOYMENT AGREEMENT
Executive Officer Employment Agreement • June 6th, 2002 • Carmax Inc • Retail-auto dealers & gasoline stations

This letter will confirm the terms of your employment with CarMax Auto Superstores, Inc., a Virginia corporation (also referred to in this letter as the “Company” or “CarMax”):

Contract
Not Specified • April 14th, 2022 • Carmax Inc • Retail-auto dealers & gasoline stations
CREDIT AGREEMENT Dated as of June 7, 2019 among CARMAX AUTO SUPERSTORES, INC., as the Revolving Borrower, CERTAIN SUBSIDIARIES, as Designated Borrowers, CARMAX, INC., and BANK OF AMERICA, N.A., as Administrative Agent, and The Other Lenders Party...
Credit Agreement • June 11th, 2019 • Carmax Inc • Retail-auto dealers & gasoline stations • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of June 7, 2019, among CARMAX AUTO SUPERSTORES, INC., a Virginia corporation (the “Revolving Borrower”), certain Subsidiaries of the Company party hereto pursuant to Section 2.15 (each a “Designated Borrower” and, together with the Revolving Borrower, the “Borrowers” and, each a “Borrower”), CARMAX, INC., a Virginia corporation (the “Company”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender, New Vehicle Swing Line Lender and L/C Issuer, and JPMORGAN CHASE BANK, N.A., as L/C Issuer.

CARMAX, INC. AMENDMENT TO STOCK OPTION AGREEMENT
Stock Option Agreement • May 13th, 2005 • Carmax Inc • Retail-auto dealers & gasoline stations

This Amendment to Stock Option Agreement, effective as of the day of May, 2005, is made between CarMax, Inc. (the “Company”) and (the “Optionee”), a non-employee director of the Company.

AMENDMENT NO. 3 TO CREDIT AGREEMENT
Credit Agreement • July 12th, 2010 • Carmax Inc • Retail-auto dealers & gasoline stations

This Amendment No. 3 to Credit Agreement (this “Amendment”) dated as of May 12, 2010, is made by and among CARMAX AUTO SUPERSTORES, INC., a Virginia corporation (the “Revolving Borrower”), the Subsidiaries of the Company (other than the Revolving Borrower) listed as “Borrowers” on the signature pages hereto (each a “Designated Borrower” and, together with the Revolving Borrower, the “Borrowers” and, each a “Borrower”), CARMAX, INC., a Virginia corporation (the “Company”), the Subsidiaries of the Company listed as “Subsidiary Guarantors” on the signature pages hereto (each a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”), BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States (“Bank of America”), in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement described below) (in such capacity, the “Administrative Agent”), and each Lender party to this Amendment.

FORM OF EMPLOYEE BENEFITS AGREEMENT BY AND BETWEEN CIRCUIT CITY STORES, INC. AND CARMAX, INC. Effective as of May 21, 2002
Employee Benefits Agreement • June 6th, 2002 • Carmax Inc • Retail-auto dealers & gasoline stations • Virginia

This EMPLOYEE BENEFITS AGREEMENT, dated as of , 2002 (the “Effective Date”) is by and between Circuit City Stores, Inc., a Virginia corporation (“Circuit City”), and CarMax, Inc., a Virginia corporation and a wholly owned subsidiary of Circuit City (“CarMax”).

SECURITY AGREEMENT
Security Agreement • June 6th, 2002 • Carmax Inc • Retail-auto dealers & gasoline stations • Michigan

THIS SECURITY AGREEMENT (this “Agreement”) dated as of May 17, 2002, is among CARMAX AUTO SUPERSTORES, INC. (the “Borrower”); the other persons or entities which are listed on the signature pages hereof as debtors or which from time to time become parties hereto as debtors (collectively, including the Borrower, the “Debtors” and individually each a “Debtor”); and DAIMLERCHRYSLER SERVICES NORTH AMERICA LLC (“DCSNA”), in its capacity as agent for the Lenders referred to below (in such capacity, the “Agent”).

GUARANTY
Guaranty • June 6th, 2002 • Carmax Inc • Retail-auto dealers & gasoline stations • Michigan

THIS GUARANTY dated as of May 17, 2002 is executed in favor of DAIMLERCHRYSLER SERVICES NORTH AMERICA LLC (“DCSNA”), as Agent, and the Lender Parties referred to below.

CONSULTING AGREEMENT
Consulting Agreement • June 28th, 2006 • Carmax Inc • Retail-auto dealers & gasoline stations • Virginia

This Consulting Agreement (“Agreement”) is entered into this 22nd day of June, 2006, by and between CarMax, Inc., a Virginia corporation (“CarMax”), and Austin Ligon (“Ligon”), an individual residing in the Commonwealth of Virginia.

Date> <Name> <Address> <City, State, Zip> Dear <First Name>:
Non-Statutory Stock Option Agreement • May 13th, 2005 • Carmax Inc • Retail-auto dealers & gasoline stations

You have been granted a non-statutory stock option to purchase shares of the common stock of CarMax, Inc. (“the Company”) as explained below. This grant is made pursuant to the Amended and Restated 2002 Non-Employee Directors Stock Incentive Plan (the “Plan”).

AMENDMENT NO. 2 TO CREDIT AGREEMENT AND JOINDER AGREEMENT
Credit Agreement • July 22nd, 2008 • Carmax Inc • Retail-auto dealers & gasoline stations

This Amendment No. 2 to Credit Agreement and Joinder Agreement (this “Amendment”) dated as of July 17, 2008, is made by and among CARMAX AUTO SUPERSTORES, INC., a Virginia corporation (the “Revolving Borrower”), the Subsidiaries of the Company (other than the Revolving Borrower) listed as “Borrowers” on the signature pages hereto (each a “Designated Borrower” and, together with the Revolving Borrower, the “Borrowers” and, each a “Borrower”), CARMAX, INC., a Virginia corporation (the “Company”), the Subsidiaries of the Company listed as “Subsidiary Guarantors” on the signature pages hereto (each a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”), BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States (“Bank of America”), in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement described below) (in such capacity, the “Administrative Agent”), each of the existing Lenders under

CARMAX, INC. NOTICE OF RESTRICTED STOCK UNIT GRANT
Restricted Stock Unit Grant • April 2nd, 2009 • Carmax Inc • Retail-auto dealers & gasoline stations

The Board of Directors of CarMax, Inc. (the “Company”) wants to provide you with an opportunity to share in the success of our Company. Accordingly, I am pleased to inform you that, as of _________________ (the “Grant Date”), the Compensation and Personnel Committee of the Board of Directors of the Company (the “Committee”) exercised its authority pursuant to the CarMax, Inc. 2002 Stock Incentive Plan, as amended and restated (the “Plan”) and granted you Restricted Stock Units of the Company (the “Restricted Stock Units”) as set forth herein.

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