Exhibit 10.2
[DATE]
RESTRICTED STOCK UNIT
AWARD AGREEMENT
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AWARDED TO AWARD DATE
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[NAME] [DATE OF ANNUAL MEETING]
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NUMBER OF UNITS AWARDED VESTING SCHEDULE
Vesting Date Number of Units
[# Shares]
6/27/2007 100%
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CIRCUIT CITY STORES, INC. (the "Company") grants to you (the "Director")
the number of restricted stock units ("Units"), as set forth above, pursuant to
the terms set forth in this letter and the Circuit City Stores, Inc. 2000
Non-Employee Directors Stock Incentive Plan, as amended (the "Plan"). Units that
have not yet vested in accordance with the vesting Schedule, set forth above, or
as otherwise specifically provided herein, are forfeitable and nontransferable.
This award of Units is made pursuant to the Plan. The terms of the Plan are
incorporated into this letter, and in the case of any conflict between the Plan
and this letter, the terms of the Plan shall control. Capitalized terms not
defined herein have the meanings provided in the Plan. The Company's Board of
Directors (the "Board") will administer this Award Agreement, and any decision
of the Board will be final and conclusive.
The terms of your Award Agreement are:
1. Vesting of Units. One-hundred percent (100%) of the Units shall become
vested and nonforfeitable on the Vesting Date set forth above, provided the
Director continues to serve the Company as a member of the Board on that date.
If the Director ceases to be a Board member prior to the Vesting Date due to his
or her death or Disability, the unvested Units will become one hundred percent
(100%) vested and nonforfeitable on the date of the Director's death or
Disability, as applicable. The Board shall determine whether the Director is
Disabled for purposes of the Plan and this Award Agreement.
2. Payment for Units.
(a) As soon as practicable after the Units become vested, the
Director shall become entitled to receive shares of Company Stock equal to
the number of Units set forth above, subject to the restrictions set forth
in Section 6 and the Director's deferral election, if any, pursuant to
Section 2(b).
(b) The Director may elect to defer all or a portion of the Units
that the Director would otherwise be entitled to receive in shares of
Company Stock on the Vesting Date (the "Deferred Units"). The Director's
election to defer such Units must be made on such form and in accordance
with any procedures, as established by the Board.
3. Dividends. The Director shall be entitled to receive additional Units
equal to (i) the number of unvested Units or Deferred Units, as the case may be,
multiplied by the cash dividend and divided by the Fair Market Value of Company
Stock on the date the Company pays dividends or (ii) the number of unvested
Units or Deferred Units, as the case may be, multiplied by the number of shares
of Company Stock payable as a dividend. Any additional Units shall be subject to
the vesting, payment and deferral provisions of Sections 1 and 2 that are
applicable to the Units or Deferred Units with respect to which they were paid.
4. Change of Control. Upon a Change of Control, any unvested Units will
become fully vested and nonforfeitable and will be paid to the Director within
thirty (30) days of the effective date of the Change of Control.
5. Forfeiture of Units. If the Director ceases to be a Director for any
reason, other than death or Disability, before the Vesting Date, any unvested
Units shall be forfeited as of the date the Director's membership on the Board
terminates and any rights with respect to those unvested Units shall be null and
void.
6. Transfer Restrictions. The Director's rights to the Units and Deferred
Units are not subject to sale, assignment, transfer, pledge, hypothecation or
encumbrance, other than by will or by the laws of descent and distribution.
These restrictions shall continue to apply to any shares received as payment for
a Director's vested Units until the Director's membership on the Board
terminates for any reason.
7. Right as Shareholder. The Director shall have no voting or any other
rights as a shareholder of the Company with respect to the Units or Deferred
Units.
8. Binding Effect. Subject to the limitations stated above, this Award
Agreement shall be binding upon and inure to the benefit of the Director's
legatees, distributees, and personal representatives and the successors of the
Company.
9. Change in Capital Structure. The Units and Deferred Units shall be
adjusted as the Board determines is equitably required in the event of a
dividend in the form of stock, spin-off, stock split-up, subdivision or
consolidation of shares of Company Stock or other similar changes in
capitalization.
10. Administration. This Award Agreement and the Director's rights
hereunder is subject to the terms and conditions of the Plan, as well as to such
rules and regulations as the Board may adopt for the administration of the Plan.
It is expressly understood that the Board is authorized to administer, construe,
and make all determinations necessary or appropriate to the administration of
the Plan and this Award Agreement, all of which shall be binding upon the
Director.
11. Interpretation. This Award Agreement shall be construed under and be
governed by the laws of the Commonwealth of Virginia. For the purpose of
litigating any dispute that arises under this Award Agreement, the parties
hereby consent to exclusive jurisdiction and agree that such litigation shall be
conducted in the federal or state courts of the Commonwealth of Virginia.
IN WITNESS WHEREOF, the Company has caused this Award Agreement to be
signed, as of the Award Date shown above.
Sincerely,
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
President and Chief Executive Officer
ACCEPTED:
By:
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Date:
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