Circuit City 2006 Annual Report Download - page 64

shares of the Company in the aggregate.
Prior to the expiration or lapse of all of the restrictions and conditions imposed upon Restricted Shares, a stock certificate or
certificates representing such Restricted Shares shall be registered in the Participant’s name but shall be retained by the
Company for the Participant’s account until the restrictions with respect to the Restricted Shares represented by such stock
certificate or certificates have expired or lapsed, and the Restricted Shares become nonforfeitable, at which time such
certificate or certificates (or a certificate or certificates reissued without the transfer restrictions noted in Section 6(b)(ii)) shall
be delivered to the Participant. The Participant shall execute and deliver to the Company one or more undated stock powers
signed in blank with signature guarantee which may be used to effect the transfer back to the Company for cancellation of
any Restricted Shares as to which the restrictions had not expired or lapsed, and which are forfeited, at the time of the
termination of the Participant’s service as a director of the Company. The Participant, shall while a director of the Company,
have the right to vote such Restricted Shares prior to the receipt of the certificate for such Shares and shall have all other
rights and privileges of a beneficial and record owner with respect thereto, including, without limitation, the right to receive
dividends, distributions and adjustments with respect thereto; provided, however, that such dividends, distributions and
adjustments shall be retained by the Company for the Participant’s account and for delivery to the Participant, together with
the stock certificate or certificates representing such Restricted Shares, only if and when the restrictions and conditions on the
Restricted Shares represented by such stock certificate or certificates shall have expired or lapsed and the Restricted Shares
shall have become non-forfeitable.
Each restricted stock award granted hereunder shall be evidenced by an agreement with the Company which shall contain the
terms and provisions set forth herein and shall otherwise be consistent with the provisions of the Plan.
Adjustment of and Changes in Shares
In the event of a stock split, stock dividend, extraordinary cash dividend, reorganization, recapitalization, spinoff, partial
liquidation, subdivision or combination of the Shares or other change in corporate structure affecting the Shares, the number
of Shares authorized by the Plan shall be increased or decreased proportionately, as the case may be, and the number of
Shares subject to any outstanding option shall be increased or decreased proportionately, as the case may be, with appropriate
corresponding adjustment in the purchase price per Share thereunder in order to prevent enlargement or dilution of the
benefits intended to be provided hereunder or under any outstanding Award agreement.
No Rights of Stockholders
Neither a Participant nor a Participant
’
s legal representative shall be, or have any of the rights and privileges of, a stockholder
of the Company in respect of any Shares issuable pursuant to any Award, in whole or in part, unless and until certificates for
such Shares shall have been issued.
Plan Amendments
The Plan may be amended by the Board as it shall deem advisable or to conform to any change in any law or regulation
applicable thereto; provided, that any such amendment shall be approved by the stockholders of the Company if such
stockholder approval is necessary to comply with or qualify for any regulation or qualification requirement for which or with
which the Board deems it necessary or desirable to comply or qualify. Without limiting the generality of the foregoing, the
Board shall amend the Plan, and the terms and conditions of any outstanding Awards, if and to the extent necessary to comply
with the applicable requirements of Section 409A of the Code, without requiring the consent of any affected Participant.
Listing and Registration.
Each Share shall be subject to the requirement that if at any time the Board shall determine, in its discretion, that the listing,
registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting
of such Shares, no such Share may be disposed of unless such listing, registration, qualification, consent or approval shall
have been effected or obtained free of any condition not acceptable to the Board.
Duration of Plan
The Plan shall terminate the day following the tenth Annual Stockholders Meeting at which Directors are elected succeeding
the Annual Stockholders Meeting at which the Plan was approved by stockholders, unless the Plan is extended or terminated