X0306 4 2014-09-26 0 0001170010 CARMAX INC KMX 0001376853 Lyski James 12800 TUCKAHOE CREEK PARKWAY RICHMOND VA 23238 0 1 0 0 SVP & Chief Marketing Officer Restricted Stock Units 0 2014-09-26 4 A 0 2563 0 A Common Stock 2563 D Stock Options (Right to Buy) 47.47 2014-09-26 4 A 0 29801 0 A 2021-09-26 Common Stock 29801 29801 D Shares of Company common stock will be issued to the Reporting Person following vesting of the restricted stock units, which are referred to by the Company as market stock units (MSUs), in accordance with the terms of the Form of Notice of Market Stock Unit Grant filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed on January 31, 2014. The minimum number of shares of Company common stock that will be issued to the Reporting Person at payment is zero, and the maximum number of shares of Company common stock that will be issued at payment is two times the number of MSUs. The restricted stock units shall vest on September 26, 2017. The stock options were granted in tandem with stock appreciation rights (SARS). Accordingly, the exercise of one results in the surrender to the Company of the other. The SARS become exercisable only following a change in control of the Company as set forth in the Company's 2002 Stock Incentive Plan, as amended and restated. Once exercisable, the SARS would entitle the Reporting Person to receive the cash value of the options in lieu of exercising the options. The stock options become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of September 26, 2015, September 26, 2016, September 26, 2017 and September 26, 2018. Christine Carter, attorney-in-fact 2014-09-30