Form of Transition Services Agreement

EXHIBIT 10.2 FORM OF TRANSITION SERVICES AGREEMENT This TRANSITION SERVICES AGREEMENT is dated as of , 2002, by and between Circuit City Stores, Inc., a Virginia corporation (" Circuit City Stores" ) and CarMax, Inc., a Virginia corporation (" CarMax" ). RECITALS WHEREAS, Circuit City Stores and CarMax have entered into the Separation Agreement dated as of , 2002 (the " Separation Agreement" ), providing for the conveyance by Circuit City Stores and certain Subsidiaries of Circuit City Stores to CarMax of all of the assets and liabilities attributed to the CarMax Group to be held by CarMax or one or more of the CarMax Subsidiaries. WHEREAS, CarMax has been operated by its parent Circuit City Stores, and has been dependent upon Circuit City Stores for various support and services since CarMax' s inception; WHEREAS, in connection with the implementation of the Separation Agreement, CarMax will need certain administrative and infrastructure support in connection with the ongoing administrative and operation of CarMax; WHEREAS, as a condition to the respective obligations of the parties to the Separation Agreement to consummate the transactions contemplated therein, the Separation Agreement requires the execution and delivery of this Agreement pursuant to which Circuit City Stores agrees to provide CarMax certain transition services upon the terms set forth herein. NOW, THEREFORE, in consideration of the foregoing and the mutual promises set forth hereinafter, the parties hereby agree as follows: ARTICLE I Section 1.1 Definitions. Terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Separation Agreement. In addition, the following terms, as used herein, have the following meanings: " Fully Loaded Cost" shall mean, with respect to any service supplied, the sum of (i) the allocable portion of all direct and indirect costs included in the functional department' s cost center relating to services supplied, determined in accordance with Circuit City Stores' cost accounting practices on the date hereof, plus (ii) an amount equal to ten percent (10%) of the amount in clause (i). " Service" or " Transition Services" shall mean each distinct service or all services listed in Column A of Schedule 1 and Schedule 2 attached hereto. ARTICLE II Section 2.1 Duration of Services on Schedule 1. This Agreement shall be effective as of the time and day on which Circuit City Stores redeems its CarMax Group Stock in exchange for shares of CarMax Common Stock pursuant to the Separation Agreement (" Redemption Date" ) and shall continue, with respect to each Service listed on Schedule 1, through the date or for the period shown in Column B for such Service. At the option of CarMax, exercised by no less than thirty (30) days written notice to Circuit City Stores, the Service(s) specified in such written notice shall continue for a renewal period of three (3) months. The provision of Service(s) specified in each written notice may be extended for consecutive three (3) month periods (or portions thereof); provided ; however , that in no event will any Transition Service be provided for more than [twelve (12) months] from the Redemption Date for the Services listed on Schedule 1. CarMax may, upon thirty (30) days written notice to Circuit City, terminate the provision of any Service listed on Schedule 1 during the initial term or any renewal period. Section 2.2 Duration of Services on Schedule 2 . This Agreement shall be effective as of the Redemption Date and shall continue, with respect to each Service listed on Schedule 2, through the date or for the period shown in Column B of Schedule 2 for such Service. At the option of CarMax, exercised by no less than thirty (30) days written notice to Circuit City Stores, the Service(s) specified in such written notice shall continue for a renewal period of six (6) months. The provision of Service(s) specified in each written notice may be extended for consecutive six (6) month periods (or portions thereof); provided ; however , that in no event will any Transition Service be provided for more than [twenty-four (24) months] or forty-eight (48) months, depending upon the initial term of the Service, from the Redemption Date for the Services listed on Schedule 2. For all Services on Schedule 2 other than the Computer Center, STS, and the Administrative Services (collectively, the " Extended Services" ), CarMax may, upon thirty (30) days written notice to Circuit City Stores, terminate the provision of any Service listed on Schedule 2 during the initial term or any renewal period. For the Extended Services, CarMax may, upon six (6) months written notice to Circuit City Stores, terminate the provision of any Extended Service during the initial term or any renewal period. Section 2.3 Employees . Employees of Circuit City or its Affiliates who are made available to provide the Services shall at all times remain the employees of Circuit City or its Affiliates and shall not at any time be deemed the agents, representatives, employees or leased employees of CarMax. Circuit City is solely responsible for designating the individual employees to be made available to CarMax to provide the Services, and for the wages, salary, benefits, expenses or other costs (including workers' compensation claims or any other employment related liability) (" collectively, employee costs" ) associated with such individuals. All other employees or personnel provided by CarMax or any third party in connection with this Transition Services Agreement shall remain the employees or personnel of CarMax or such third party and shall not be deemed the agents, representatives, employees or leased employees of Circuit City or its Affiliates. Neither Circuit City nor its Affiliates shall be responsible for the employee costs associated with work to be performed by such employees or personnel of

2 CarMax or any third party. Neither party shall be responsible for the acts of or for supervising the other party' s employees or personnel. Section 2.4 Efforts for Alternative Sources of Services. Notwithstanding the foregoing but except with respect to the Extended Services, CarMax shall use all reasonable best efforts to establish, as quickly as reasonably possible, their own systems and employees to perform the Services supplied to them by Circuit City Stores and, upon at least thirty (30) days prior written notice to Circuit City Stores, to terminate its use of each such respective Service. ARTICLE III Section 3.1 Performance. Circuit City Stores agrees to provide timely to CarMax the Transition Services listed on Schedule 1 and 2 to the extent requested by CarMax, at levels consistent with and in no event to exceed the extent to which such Transition Services had been made available to CarMax before the date hereof. Section 3.2 Cost of Services. The cost of each Service shall be the Fully Loaded Cost. ...