KMX » Topics » Miscellaneous

This excerpt taken from the KMX 10-Q filed Jan 8, 2009.
Miscellaneous..  This Agreement shall be governed by, and shall be construed in accordance with, the laws of the Commonwealth of Virginia, without regard to the choice of law provisions thereof. Except as otherwise provided herein, (i) defined terms in this Agreement shall have the meaning ascribed to them in the Assigned Agreement and (ii) the Assigned Agreement shall remain in full force and effect.  Except as specifically provided herein, this Agreement may be changed only by a written amendment signed by both parties hereto.



This excerpt taken from the KMX 10-K filed May 13, 2005.



8.1 Tax Matters. The Company does not represent or guarantee that any particular federal state or local income or payroll tax consequence will result to any Participant, Beneficiary or Alternate Payee under this Plan. The Company has the right to withhold from any benefit payments to any person under this Plan or take other actions necessary to satisfy the Company’s obligation to withhold federal, state and local income and payroll taxes.


8.2 Rights Under the Plan. This Plan is an unfunded deferred compensation plan. Title to and beneficial ownership of all benefits described in the Plan shall at all times remain with the Company. Participation in the Plan and the right to receive payments under the Plan shall not give a Participant or Beneficiary any proprietary interest in the Company or any of its assets. Benefits under the Plan shall be payable from the general assets of the Company. Subject to Section 7.1, no trust fund may be created in connection with the Plan (other than a trust that, under applicable law, does not affect the characterization of this Plan as an unfunded plan), and there shall be no required funding of amounts that may become payable under the Plan. A Participant and his Beneficiary shall, for all purposes, be general creditors of the Company. The interest of a Participant and his Beneficiary in the Plan cannot be assigned, anticipated, sold, encumbered or pledged and shall not be subject to the claims of their creditors.



8.3 Effect on Employment. The Plan will not affect the right of the Company or an Affiliated Company to terminate an employee’s employment at any time. Benefits payable under the Plan will not be considered compensation for purposes of other retirement or benefit plans maintained by the Company or an Affiliated Company.


8.4 Successors; Governing Law. The Plan is binding on the Company and its successors and assigns and on Participants and their Beneficiaries, successors, estates, and distributees. The Plan will be administered according to the laws of the Commonwealth of Virginia.


8.5 Assumption of Liabilities From Predecessor Plan. As of the Effective Date, the Plan shall assume all of the liabilities of the Circuit City Stores, Inc. Benefit Restoration Plan with respect to any Participant in the Plan. In addition, if any individual became an employee of the Company or an Affiliated Company before March 1, 2003 who has or had an accrued benefit under the Circuit Stores, Inc. Benefit Restoration Plan, the Plan shall assume all of the liabilities of the Circuit City Stores, Inc. Benefit Restoration Plan with respect to the individual as of the date of hire by the Company or an Affiliated Company.


WITNESS the following signature as of the Effective Date.



/s/ Keith D. Browning

    Keith D. Browning
    Executive Vice President & Chief Financial Officer




Jan 8, 2009
May 13, 2005
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