Wattles Capital Management, LLC
Exhibit 99.2
Wattles
Capital Management, LLC
0000
X. Xxxxxx Xxxxxx, Xxxxx 000
Las
Vegas, NV 89117
February
__, 2008
_______________
_______________
_______________
Re: Circuit City Stores,
Inc.
Dear
_______:
Thank you
for agreeing to serve as a nominee for election to the Board of Directors of
Circuit City Stores, Inc. (“Circuit City”) in connection with the proxy
solicitation or consent solicitation that Wattles Capital Management, LLC
(“Wattles”) and its affiliates are considering undertaking to elect directors
(the “Wattles Solicitation”). Your outstanding qualifications, we
believe, will prove a valuable asset to Circuit City and all of its
stockholders. This letter will set forth the terms of our
agreement.
Xxxxxxx
agrees to indemnify and hold you harmless against any and all claims of any
nature, whenever brought, arising from the Wattles Solicitation and any related
transactions, irrespective of the outcome; provided, however,
that you will not be entitled to indemnification for claims arising from your
own criminal actions, fraud, negligence, bad faith or willful
misconduct. This indemnification will include any and all (each, a
“Loss”) losses, liabilities, damages, demands, claims, suits, actions,
judgments, or causes of action, assessments, costs and expenses, including,
without limitation, interest, penalties, reasonable attorneys’ fees, and any and
all reasonable costs and expenses incurred in investigating, preparing or
defending against any litigation, commenced or threatened, any civil, criminal,
administrative or arbitration action, or any claim whatsoever, and any and all
amounts paid in settlement of any claim or litigation asserted against,
resulting, imposed upon, or incurred or suffered by you, directly or indirectly,
as a result of or arising from the Wattles Solicitation and any related
transactions.
In the
event of a claim against you pursuant to the prior paragraph or the occurrence
of a Loss, you shall give Wattles written notice of such claim or
Loss. Upon receipt of such written notice, you shall be permitted to
select counsel to represent you. Such counsel shall be reasonably
acceptable to Wattles. In addition, you will be reimbursed promptly
for all Losses suffered by you, including reasonable attorneys’ fees, as
incurred as provided herein. Wattles may not enter into any
settlement of loss or claim without your consent unless such settlement includes
a release of you from any and all liability in respect of such
claim. You may not enter into any settlement of loss or claim without
the written consent of Wattles, which consent will not be unreasonably
withheld.
If you
agree to the foregoing terms, please sign below to indicate your
acceptance.
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Very
truly yours,
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Wattles
Capital Management, LLC
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By:
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Managing
Member
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ACCEPTED
AND AGREED:
_________________________
