Wattles Capital Management, LLC
Exhibit 99.3
Wattles
Capital Management, LLC
0000
X. Xxxxxx Xxxxxx, Xxxxx 000
Las
Vegas, NV 89117
February
__, 2008
_____________
_____________
_____________
Dear
________:
This
letter sets forth our mutual agreement with respect to compensation to be paid
to you for your agreement to be named and serve as a nominee of Wattles Capital
Management, LLC (“Wattles Capital”) for election as a director of Circuit City
Stores, Inc. (the “Company”) at the Company’s 2008 annual meeting of
stockholders, or any other meeting of stockholders held in lieu thereof, and any
adjournments, postponements, reschedulings or continuations thereof (the “Annual
Meeting”).
In
consideration of your agreement (i) to be named and serve as a nominee of
Wattles Capital for election as a director of the Company at the Annual Meeting
and (ii) to serve as a director of the Company, if elected at the Annual
Meeting, Wattles Capital hereby agrees to pay you $50,000 in cash upon the
submission by Wattles Capital of a letter to the Company nominating you for
election as a director of the Company (with such payment to be made as soon as
reasonably practicable after you have been nominated). You hereby
agree to use such compensation (net of any estimated tax payments) to acquire
securities of the Company (the “Nominee Shares”) at such time that you shall
determine, but in any event no later than 10 days after the submission of the
nomination letter by Wattles Capital to the Company. If elected or
appointed to serve as a director of the Company’s Board, you agree not to sell,
transfer or otherwise dispose of any Nominee Shares within two (2) years of your
election or appointment as a director; provided, however, in the event that the
Company enters into a business combination with a third party, you may sell,
transfer or exchange the Nominee Shares in accordance with the terms of such
business combination.
The
validity, interpretation, construction and performance of this letter agreement
shall be governed by the laws of the State of New York, without regard to its
principles of conflict of laws, and by applicable laws of the United
States. The parties hereto consent to the jurisdiction of the New
York State and United States courts located in New York County, New York for the
resolution of any disputes hereunder and agree that venue shall be proper in any
such court notwithstanding any principle of forum non conveniens and that
service of process on the parties hereto in any proceeding in any such court may
be effected in the manner provided herein for the giving of
notices. The parties hereto waive trial by jury in respect of any
such proceeding.
This
letter agreement shall bind and inure to the benefit of you and your heirs,
successors and assigns.
This
letter agreement may be executed in counterparts, each of which shall be deemed
an original, and all of which, taken together, shall constitute one and the same
instrument.
|
WATTLES
CAPITAL MANAGEMENT, LLC
|
|
|
By:
|
|
|
Name:
|
|
|
Title: Managing
Member
|
|
Accepted
and Agreed to:
__________________________________________
2
