X0203 3 2010-01-25 0 0001170010 CARMAX INC KMX 0001483194 Wood William C Jr. 12800 TUCKAHOE CREEK PARKWAY RICHMOND VA 23238 0 1 0 0 SVP, Sales Common Stock 17659 D Stock Options (Right to Buy) 7.143 2004-04-02 2013-04-02 Common Stock 50000 D SARS 7.143 2004-04-02 2013-04-02 Common Stock 50000 D Stock Options (Right to Buy) 14.803 2005-04-01 2014-04-01 Common Stock 40000 D SARS 14.803 2005-04-01 2014-04-01 Common Stock 40000 D Stock Options (Right to Buy) 13.19 2006-06-24 2015-06-24 Common Stock 40000 D SARS 13.19 2006-06-24 2015-06-24 Common Stock 40000 D Stock Options (Right to Buy) 17.195 2007-05-01 2013-05-01 Common Stock 40000 D SARS 17.195 2007-05-01 2013-05-01 Common Stock 40000 D Stock Options (Right to Buy) 24.99 2008-04-03 2014-04-03 Common Stock 30800 D SARS 24.99 2008-04-03 2014-04-03 Common Stock 30800 D Stock Options (Right to Buy) 19.82 2009-04-07 2015-04-07 Common Stock 48000 D SARS 19.82 2009-04-07 2015-04-07 Common Stock 48000 D Stock Options (Right to Buy) 11.43 2010-04-07 2016-04-07 Common Stock 49656 D SARS 11.43 2010-04-07 2016-04-07 Common Stock 49656 D Restricted Stock Units 0.00 Common Stock 4451 D The stock option vested in four equal installments on each of April 2, 2004, April 2, 2005, April 2, 2006 and April 2, 2007 and is now fully exercisable. The stock options and the stock appreciation rights (SARS) were granted in tandem. Accordingly, the exercise of one results in the surrender to the Issuer of the other. The SARS, which will entitle the Reporting Person to receive the cash value of the options in lieu of exercising the options, become exercisable only following a change in control of the Issuer as set forth in the Issuer's 2002 Stock Incentive Plan, as amended and restated. The stock option vested in four equal installments on each of April 1, 2005, April 1, 2006, April 1, 2007 and April 1, 2008 and is now fully exercisable. The stock option vested in four equal installments on each of June 24, 2006, June 24, 2007, June 24, 2008 and June 24, 2009 and is now fully exercisable. The stock options are exercisable with respect to one-fourth of the underlying shares of Common Stock on each of May 1, 2007, May 1, 2008, May 1, 2009 and May 1, 2010. The stock options are exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 3, 2008, April 3, 2009, April 3, 2010 and April 3, 2011. The stock options are exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 7, 2009, April 7, 2010, April 7, 2011 and April 7, 2012. The stock options are exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 7, 2010, April 7, 2011, April 7, 2012 and April 7, 2013. The restricted stock units shall vest on April 7, 2012. Shares of Company common stock will be issued to the Reporting Person upon vesting of the restricted stock units, which are referred to by the Company as market stock units (the ?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 April 2, 2009. The minimum number of shares of Company common stock that will be issued to the Reporting Person at vesting is zero, and the maximum number of shares of Company common stock that will be issued at vesting is two times the number of MSUs. Tammy Jackson 2010-02-04