Form of Notice of Cash-Settled Restricted Stock Unit Grant between CarMax Inc. and certain named and other executive officers, effective March 27, 2020

Death or Disability. If your employment by the Company and its Subsidiaries terminates because you die or become Disabled, all unvested Restricted Stock Units will become immediately vested and nonforfeitable, effective as of the date of the termination of your employment.

Retirement. If (a) your employment with the Company and its Subsidiaries terminates, (b) such termination is not for Cause (as defined in Section B.4) and not due to your death or Disability, and (c) as of the date of the termination you have: (i) attained 55 years of age and completed ten years or more of continuous employment with the Company or its Subsidiaries; (ii) attained 62 years of age and completed seven years or more of continuous employment with the Company or its Subsidiaries; or (iii) attained 65 years of age and completed five years or more of continuous employment with the Company or its Subsidiaries; then all unvested Restricted Stock Units will become immediately vested and nonforfeitable, effective as of the date of the termination of your employment.

Change of Control. In the event of a Change of Control, all Restricted Stock Units shall vest in accordance with the following: (a) 50% of your then-unpaid Restricted Stock Units shall vest effective upon the date of the Change of Control; and (b) any remaining unpaid Restricted Stock Units shall vest effective upon the one-year anniversary of the date of the Change of Control. Notwithstanding the foregoing, in the event that any of your Restricted Stock Units would have vested sooner than the one-year anniversary of the date of the Change of Control (based upon the vesting schedule set forth in Section A hereof or any other terms or conditions affecting vesting rights contained herein), such sooner Vesting Date shall apply to such Restricted Stock Units.

Termination For Cause. Upon termination of your employment with the Company or one of its Subsidiaries for Cause, and notwithstanding anything in Section B to the contrary, your Restricted Stock Units will immediately and automatically without any action on the part of you or the Company, be forfeited, effective as of the date of your termination. For purposes of this Notice of Grant, “Cause” shall mean the following: (a) if you have an effective severance or employment agreement with the Company or one of its Subsidiaries with a definition of "Cause," then “Cause” shall have the meaning set forth in your employment or severance agreement; or (b) if you do not have an effective severance or employment agreement with the Company or one of its Subsidiaries with a definition of "Cause," then “Cause” shall mean that the Company or one of its Subsidiaries has any reason to believe any of the following: (i) you have committed fraud, misappropriation of funds or property, embezzlement or other similar acts of dishonesty; (ii) you have been convicted of a felony or other crime involving moral turpitude (or pled nolo contendere thereto); (iii) you have used, possessed or distributed any illegal drug; (iv) you have committed any misconduct that may subject the Company or one of its Subsidiaries to criminal or civil liability; (v) you have breached your duty of loyalty to the Company or one of its Subsidiaries, including, without limitation, the misappropriation of any of the Company’s or its Subsidiaries’ corporate opportunities; (vi) you have committed a serious violation or violations of any Company policy or procedure; (vii) you refuse to follow the lawful instructions of any Company management; (viii) you have committed any material misrepresentation in the employment application process; (ix) you have committed deliberate actions, including neglect or failure to perform the job, which are contrary to the best interest of the Company or one of its Subsidiaries; or (x) you have continually failed to perform substantially your duties with the Company or one of its Subsidiaries.

Vesting Dates. Restricted Stock Units, if vested, (and related dividend equivalent rights) shall be paid on or within 30 days following each Vesting Date.

Retirement. One hundred percent (100%) of the unpaid Restricted Stock Units (and related dividend equivalent rights), if vested in accordance with Section B.2 above, shall be paid upon your “Separation from Service” (as defined in Code section 409A). In the event payment is made pursuant to your Separation from Service, such payment shall be made within 60 days following your Separation from Service. Notwithstanding anything herein to the contrary, distributions may not be made to an individual

Change of Control. Upon the occurrence of an event that is both a “Change in Control Event” (as defined in Code section 409A(a)(2)(A)(v)) and a Change of Control, fifty percent (50%) of the then-unpaid Restricted Stock Units (and related dividend equivalent rights), if vested, shall be paid. Upon the one-year anniversary of the occurrence of an event that is both a Change in Control Event and a Change of Control, any remaining unpaid Restricted Stock Units (and related dividend equivalent rights), if vested, shall be paid; provided, however, that if any of the events listed under headings (C)(1)(a) or (b) above occurs after the occurrence of an event that is both a Change in Control Event and a Change of Control but before the one-year anniversary of the occurrence of an event that is both a Change in Control Event and a Change of Control, then any remaining unpaid Restricted Stock Units (and related dividend equivalent rights), if vested, shall be paid upon the earliest to occur of, and in accordance with, the events listed under headings (C)(1)(a) or (b) above.