CIRCUIT CITY STORES INC
DENNIS BOWMAN'S EMPLOYMENT CONTRACT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>employmentagreement_db.txt
<DESCRIPTION>DENNIS BOWMAN'S EMPLOYMENT CONTRACT
<TEXT>


                            Employment Agreement for
                                Dennis J. Bowman

                            Circuit City Stores, Inc.

                                  March 1 2002



Circuit City Stores, Inc.
Employment Agreement for Dennis J. Bowman

      This  EMPLOYMENT  AGREEMENT is made,  entered into, and is effective as of
the first day of March 2002 (the "Effective  Date"), by and between Circuit City
Stores, Inc. (the "Company") and Dennis J. Bowman (the "Executive").WHEREAS, the
Company desires to employ the Executive as Sr. Vice President; and

      WHEREAS,  the Company  recognizes the Executive's  intimate  knowledge and
experience in the business of the Company,  and desires to secure the employment
of the Executive in the role of Sr. Vice President of the Company.

      NOW,  THEREFORE,  in  consideration  of the  foregoing  and of the  mutual
covenants  and  agreements  of the parties set forth in this  Agreement,  and of
other good and valuable  consideration  the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, agree as
follows:

Article 1. Term of Employment
      The Company hereby agrees to employ the Executive and the Executive hereby
accepts employment as Sr. Vice President of the Company,  in accordance with the
terms and conditions set forth herein, for an initial period of three (3) years,
commencing  as of the  Effective  Date of this  Agreement,  as indicated  above;
subject, however, to earlier termination as expressly provided herein.

      The initial  three (3) year period of  employment  automatically  shall be
extended for one (1)  additional  year at the end of the initial  three (3) year
term, and then again after each  successive  year  thereafter.  However,  either
party may  terminate  this  Agreement  at the end of the initial  three (3) year
period, or at the end of any successive one (1) year term thereafter,  by giving
the other party written notice of intent not to renew,  delivered at least three
(3)  months  prior to the end of the  initial  period  or each  successive  term
thereafter.  In the event of a Change in Control (as defined in Section  8.2) of
the  Company,  the term of this  Agreement  shall not be less than two (2) years
from the date of the Change in Control.

      The Executive's  employment period hereunder  ("Employment  Period") shall
begin on March 1, 2002 and end on March 1,  2005,  on which its term  expires by
reason of an election not to renew by the Company or the Executive  ("Expiration
Date"),  except that if Executive's  employment is terminated on a date prior to
the Expiration Date ("Effective  Date of Termination")  pursuant to Article 6 or
Article 8 hereof, the Employment Period shall terminate on said date.



Article 2. Position and Responsibilities
      During the term of this  Agreement,  the Executive  agrees to serve as Sr.
Vice  President  of the Company.  In his  capacity as Sr. Vice  President of the
Company,  the  Executive  shall  report  directly  to the CEO and shall have the
duties and  responsibilities  of Sr. Vice  President,  and such other duties and
responsibilities not inconsistent with the performance of his duties as Sr. Vice
President.

Article 3. Standard of Care
      During  the  term  of this  Agreement,  the  Executive  agrees  to  devote
substantially  his full-time  attention and energies to the Company's  business.
The Executive covenants, warrants, and represents that he shall:

      (a)  Devote his full and best efforts to the fulfillment of his employment
           obligations; and

      (b)  Exercise the highest  degree of loyalty and the highest  standards of
           conduct in the performance of his duties.

      This Article 3 shall not be construed as  preventing  the  Executive  from
investing  assets in such form or manner as will not require his services in the
daily  operations of the affairs of the companies in which such  investments are
made, nor will this article  prohibit his serving on the board of directors of a
noncompeting company.



Article 4. Compensation and Benefits
      As  remuneration  for all services to be rendered by the Executive  during
the Employment  Period,  and as  consideration  for complying with the covenants
herein, the Company shall pay and provide to the Executive the following:

      4.1. Base Salary.  The Company shall pay the Executive a Base Salary in an
amount which shall be established and approved by the Compensation  Committee of
the Board of Directors;  provided,  however,  that such Base Salary shall not be
less than dollars  $450,000  per year.  This Base Salary shall be subject to all
appropriate  federal and state  withholding taxes and payable in accordance with
the normal payroll  practices of the Company.  The Base Salary shall be reviewed
at least  annually  following the Effective Date of this  Agreement,  while this
Agreement is in force, to ascertain whether, in the judgment of the Compensation
Committee,  such Base Salary  should be  increased.  If so  increased,  the Base
Salary as stated above shall,  likewise,  be increased  for all purposes of this
Agreement.

      4.2. Annual  Bonus.  In addition to his salary,  the  Executive  shall  be
entitled to participate in the Company's  short-term  incentive program, as such
program may exist from time to time, with bonus opportunities equal to a minimum
of 40% of Base Salary and commensurate  with the position of Sr. Vice President,
as determined at the sole discretion of the Company's Compensation Committee. If
so  increased,  the  Annual  Bonus  Rate as stated  above  shall,  likewise,  be
increased for all purposes of this Agreement.

      4.3. Long-Term Incentives.  The Executive shall be eligible to participate
in the  Company's  long-term  incentive  plan,  to the extent  that the Board of
Directors of the Company or the  Compensation  Committee,  in their  discretion,
determines is  appropriate.  The Board of Directors will make its  determination
consistent with the methodology  used by the Company for compensating its senior
management employees.

      4.4. Retirement  Benefits.  The Company  shall  provide  to the  Executive
participation in all Company pension,  insurance,  fringe benefit, and executive
compensation  plans and programs,  subject to the eligibility and  participation
requirements of such plans.

      4.5. Employee  Benefits.  The Company  shall provide to  the Executive all
benefits,  as  commensurate  with the position of Sr. Vice  President,  but at a
minimum not less than those  provided by the Company to other senior  executives
subject  to  the  eligibility   requirements   and  other   provisions  of  such
arrangements. Such benefits may include group term life insurance, comprehensive
health and major medical  insurance,  dental and life insurance,  and short-term
and long-term disability.

      4.6. Perquisites.  The Company  shall  provide to the  Executive,  at  the
Company's cost, all perquisites, which are commensurate with the position of Sr.
Vice  President but at a minimum not less than those  provided by the Company to
other senior executives.


      4.7. Right to Change Plans. By reason of Sections 4.5 and 4.6 herein,  the
Company shall not be obligated to institute, maintain, or refrain from changing,
amending,  or  discontinuing  any benefit  plan or  perquisite,  so long as such
changes are similarly applicable to executive employees generally.

Article 5. Expenses
      The Company  shall pay or  reimburse  the  Executive  for all ordinary and
necessary  expenses,  in a  reasonable  amount,  which the  Executive  incurs in
performing  his duties  under this  Agreement  including,  but not  limited  to,
travel, entertainment,  professional dues and subscriptions, and all dues, fees,
and expenses associated with membership in various professional,  business,  and
civic  associations  and societies in which the Executive's  participation is in
the best interests of the Company.

Article 6. Employment Terminations
      6.1. Termination Due to Retirement or Death. In the event the  Executive's
employment  is  terminated  while  this  Agreement  is in  force,  by  reason of
Retirement  (defined as voluntary  Normal  Retirement under the then established
rules of the Company's tax-qualified  retirement plan) or death, the Executive's
benefits  shall be  determined  in  accordance  with the  Company's  retirement,
survivor's  benefits,  insurance,  and other applicable  programs of the Company
then in effect. In addition all stock grants, except performance based grants in
the case of retirement,  will become  immediately vested and may be exercised by
you, your personal  representatives,  distributees,  legatees,  or estate at any
time before the expiration date of the grant.


      The Effective Date of Termination  shall be ninety (90) days following the
date the Executive  provides the Company with written  notice that the Executive
is terminating  employment by reason of Retirement or on the Executive's date of
death. Upon the Effective Date of Termination, the Company shall be obligated to
pay the Executive or, if applicable, the Executive's estate: (a) any salary that
was accrued but not yet paid as of the Effective  Date of  Termination;  (b) the
unpaid  Annual Bonus,  if any,  with respect to the calendar year  preceding the
Effective  Date of Termination  (such Annual Bonus,  if any, to be determined in
the manner it would have been  determined  and payable at the time it would have
been payable under Section 4.2 had there been no  termination  of the Employment
Period);  (c) a pro rata share of target  Annual Bonus for the calendar  year in
which the Effective  Date of  Termination  occurs (the  calculation by which the
Annual Bonus is multiplied  by a fraction,  the numerator of which is the number
of full  completed  days in the bonus plan year  through the  Effective  Date of
Termination,  and the denominator of which is three hundred  sixty-five  (365));
and (d) all other rights and benefits that the Executive is vested in,  pursuant
to other plans and programs of the Company

      6.2. Termination  Due to  Disability.  In the  event  that  the  Executive
terminates employment by reason of Disability (as defined below) during the term
of this  Agreement  and is,  therefore,  unable to perform his duties herein for
more than one  hundred  eighty  (180) total  calendar  days during any period of
twelve  (12)  consecutive  months,  or in  the  event  of the  CEO's  reasonable
expectation that the Executive's Disability will exist for more than a period of
one hundred  eighty (180)  calendar  days,  the Company  shall have the right to
terminate the Executive's active employment as provided in this Agreement.

      The  Effective  Date of  Termination  shall be  specified  by the CEO in a
written notice that shall be delivered to the Executive of the Company's  intent
to terminate for Disability, but shall be no less than thirty (30) calendar days
after the CEO delivers the written notice to the  Executive.  Upon the Effective
Date of Termination,  the Company shall be obligated to pay the Executive or, if
applicable,  the Executive's estate: (a) any salary that was accrued but not yet
paid as of the Effective Date of  Termination;  (b) the unpaid Annual Bonus,  if
any,  with  respect  to the  calendar  year  preceding  the  Effective  Date  of
Termination  (such Annual Bonus, if any, to be determined in the manner it would
have been  determined  and payable at the time it would have been payable  under
Section 4.2 had there been no termination of the Employment  Period);  (c) a pro
rata share of target  Annual Bonus for the calendar  year in which the Effective
Date of  Termination  occurs  (the  calculation  by which  the  Annual  Bonus is
multiplied by a fraction, the numerator of which is the number of full completed
days in the bonus plan year through the Effective Date of  Termination,  and the
denominator  of which is three  hundred  sixty-five  (365));  and (d) all  other
rights and benefits that the Executive is vested in, pursuant to other plans and
programs of the Company.

      The term "Disability" shall mean, for all purposes of this Agreement,  the
incapacity  of the  Executive,  due to injury,  illness,  disease,  or bodily or
mental infirmity, to engage in the performance of substantially all of the usual
duties of employment with the Company as contemplated by Article 2 herein,  such
Disability  to be  determined  by the CEO of the Company  upon receipt of and in
reliance on competent medical advice from one (1) or more individuals,  selected
by the CEO, who are qualified to give such professional medical advice.

      It is expressly  understood  that the  Disability  of the  Executive for a
period of one hundred eighty (180) calendar days or less in the aggregate during
any period of twelve (12) consecutive  months,  in the absence of any reasonable
expectation  that his Disability will exist for more than such a period of time,
shall not constitute a failure by him to perform his duties  hereunder and shall
not be  deemed a  breach  or  default,  and the  Executive  shall  receive  full
compensation  for any such  period  of  Disability  or for any  other  temporary
illness or incapacity during the term of this Agreement.

      If your employment by the Company  terminates  because you become disabled
all of your outstanding stock grants,  including  performance based grants, will
become immediately  vested,  effective as of the date of your disability.  Then,
you, your personal representatives,  distributees, or legatees may exercise your
grants at any time before the expiration date of the grant.

      6.3. Voluntary  Termination by the Executive.  The Executive may terminate
this  Agreement at any time by giving the CEO of the Company  written  notice of
intent to  terminate,  delivered at least thirty (30) calendar days prior to the
Effective Date of Termination  that is specified by the Executive in the written
notice.  Upon the  Effective  Date of  Termination,  the  Company  shall pay the
Executive  his full Base  Salary,  at the rate then in  effect  as  provided  in
Section 4.1 herein,  through the Effective Date of  Termination,  plus all other
benefits  to which the  Executive  has a vested  right to at that time (for this
purpose,  the  Executive  shall not be paid any Annual Bonus with respect to the
fiscal year in which voluntary  termination under this Section 6.3 occurs).  The
Company thereafter shall have no further obligations under this Agreement.

      6.4. Involuntary  Termination by  the Company  Without Cause. At all times
during  the  term of this  Agreement,  the CEO  may  terminate  the  Executive's
employment,  as provided  under this  Agreement,  at any time, for reasons other
than death, Disability,  Retirement, or for Cause, by notifying the Executive in
writing of the Company's intent to terminate, at least thirty (30) calendar days
prior to the Effective Date of  Termination  that is specified by the Company in
the written notice. In addition,  the Company's  unilateral  decision to refrain
from renewing the term of this Agreement at the Expiration  Date shall be deemed
an involuntary termination without Cause.

      Upon the  Effective  Date of  Termination,  the  Company  shall pay to the
Executive an amount  payable in equal  monthly  installments  over the following
twenty-four  (24)  months  equal to the  product  of two (2) times both the Base
Salary and the Executive's  target Annual Bonus  established for the fiscal year
in which the Executive's Effective Date of Termination occurs. The Company shall
also pay to the  Executive the amount equal to a pro rata share of target Annual
Bonus for the calendar year in which the Effective  Date of  Termination  occurs
(the  calculation  by which the Annual Bonus is  multiplied  by a fraction,  the
numerator of which is the number of full  completed  days in the bonus plan year
through the Effective Date of Termination, and the denominator of which is three
hundred sixty-five (365). In addition,  the Company shall continue,  at the same
cost to the Executive as existed as of the Effective Date, all health,  welfare,
and  benefit  plan  participation  for two (2) full years  following  employment
termination   provided  that  the  applicable  COBRA  health  insurance  benefit
continuation  period shall begin as of the Effective  Date of  Termination.  The
Company  shall also  provide the  Executive  with  outplacement  services not to
exceed a cost of fifty thousand dollars ($50,000).

                  b) Any unvested  stock options or any  outstanding  restricted
                  stock,  excluding  restricted  stock  grants  issued  under  a
                  performance  based plan,  that would  become  vested (that is,
                  transferable and  nonforfeitable) if the Executive remained an
                  employee through the Term of this Agreement will become vested
                  as of the date of the  Executive's  termination of employment.
                  The Executive  must satisfy the tax  withholding  requirements
                  described in Section 10 with respect to the restricted stock.


      The Executive will be credited with age and service credit through the end
of the Term of this  Agreement  for  purposes of  computing  benefits  under the
Company's  pension,  medical  and other  benefit  plans,  and the  Company  will
continue the  executive's  coverage under the company's  benefit plans as if the
executive  remained  employed  through  the end of the  term of this  agreement.
Service  credited to the executive  for purposes of the company's  pension plans
pursuant to this subsection (ii) shall be in addition to any service credited to
the executive pursuant to section 5(c).  Notwithstanding  the foregoing,  if the
company determines that giving such age and service credit or continued coverage
could adversely affect the tax qualification or tax treatment of a benefit plan,
or otherwise have adverse legal ramifications, the company may pay the executive
a lump sum cash amount that reasonably  approximates  the after-tax value to the
executive of such age and service credit and continued  coverage through the end
of the term of this  agreement,  in lieu of giving  such  credit  and  continued
coverage.

      The  Company  thereafter  shall  have no  further  obligations  under this
Agreement.

      6.5. Termination For Cause.  Nothing in this  Agreement shall be construed
to prevent the Company from  terminating the Executive's  employment  under this
Agreement for "Cause."

           "Cause" means the Executive's:

           (a)    Willful and  continued  failure to perform  substantially  the
                  Executive's duties with the Company after the Company delivers
                  to the Executive  written demand for  substantial  performance
                  specifically identifying the manner in which the Executive has
                  not substantially performed the Executive's duties;

           (b)    Conviction for a felony;

           (c)    Willfully  engaging  in illegal  conduct  or gross  misconduct
                  which is materially and demonstrably  injurious to the Company
                  or

           (d)    Failure of the  Employee  to disclose to the CEO a conflict of
                  interest,  of  which he knew or,  with  reasonable  diligence,
                  would have known, in connection  with any transaction  entered
                  into on behalf of the Company.


      For  purposes of this  Section  6.5,  no act or omission by the  Executive
shall be  considered  "willful"  unless  it is done or  omitted  in bad faith or
without  reasonable  belief that the  Executive's  action or omission was in the
best  interests of the  Company.  Any act or failure to act based upon advice of
counsel for the  Company or CEO,  shall be  conclusively  presumed to be done or
omitted to be done by the  Executive in good faith and in the best  interests of
the Company.

      In the event this Agreement is terminated for Cause, the Company shall pay
the Executive his Base Salary through the Effective Date of Termination  and the
Executive shall  immediately  thereafter  forfeit all rights and benefits (other
than vested  benefits) he would  otherwise  have been  entitled to receive under
this Agreement.  The Company thereafter shall have no further  obligations under
this Agreement.

      6.6. Termination  for Good  Reason.  At any  time  during the term of this
Agreement,  the  Executive  may  terminate  this  Agreement  for Good Reason (as
defined  below) by giving the CEO of the  Company  thirty  (30)  calendar  days'
written  notice of intent to  terminate,  which notice sets forth in  reasonable
detail  the  facts  and  circumstances  claimed  to  provide  a basis  for  such
termination.

      The Effective Date of  Termination  shall occur upon the expiration of the
thirty  (30) day notice  period,  and the  Company  shall pay and provide to the
Executive the benefits set forth in this Section 6.6.

      Good Reason shall mean,  without the Executive's  express written consent,
the occurrence of any one (1) or more of the following:

      (a)  Assigning to the Executive duties  inconsistent  with the Executive's
           position   (including   status,   offices,   titles,   and  reporting
           requirements),  authority,  or  responsibilities  in  effect  on  the
           Effective Date of this Agreement,  or any other action by the Company
           which results in a diminution of the Executive's position, authority,
           duties, or  responsibilities  as constituted as of the Effective Date
           of  this  Agreement  (excluding  an  isolated,   insubstantial,   and
           inadvertent  action not taken in bad faith and which is  remedied  by
           the Company  promptly  after  receipt of notice  thereof if notice is
           given by Executive);

      (b)  Reducing the Executive's Base Salary;

      (c)  Failing to maintain the  Executive's  participation  in the Company's
           annual  bonus  and  long-term  incentive  plan  in a  manner  that is
           consistent   with   the   Executive's   position,    authority,    or
           responsibilities;

      (d)  Failing to maintain  the  Executive's  amount of benefits  under,  or
           relative level of participation in, the Company's employee benefit or
           retirement plans, perquisites,  policies,  practices, or arrangements
           in which the Executive  participates as of the Effective Date of this
           Agreement;

      (e)  Purportedly  terminating the Executive's employment otherwise than as
           expressly permitted by this Agreement; or

      (f)  Failing to comply  with and satisfy  Section 9.1 hereof by  requiring
           any  successor  to the  Company to assume  and agree to  perform  the
           Company's obligations hereunder.

      Upon the Effective Date of Termination, the Executive shall be entitled to
receive the same payments and benefits as he is entitled to receive following an
involuntary  termination  of his  employment by the Company  without  Cause,  as
specified in Section 6.4 herein.  Said payment shall commence within thirty (30)
calendar days following the Effective Date of Termination.

      The Executive's right to terminate employment for Good Reason shall not be
affected by the Executive's incapacity due to physical or mental illness.

      The Executive's continued employment shall not constitute consent to, or a
waiver of rights with  respect  to, any  circumstance  constituting  Good Reason
herein.

Article 7. Noncompetition and Confidentiality
      7.1. Noncompetition.  During the Employment Period and for a period of two
(2) years after the Effective Date of Termination,  the Executive shall not: (a)
directly or indirectly  act in concert or conspire  with any person  employed by
the Company in order to engage in or prepare to engage in or to have a financial
or other  interest  in any  business  which is a Direct  Competitor  (as defined
below); or (b) serve as an employee, agent, partner,  shareholder,  director, or
consultant  for,  or in  any  other  capacity  participate,  engage,  or  have a
financial  or other  interest  in,  any  business  which is a Direct  Competitor
(provided,  however, that notwithstanding  anything to the contrary contained in
this Agreement,  the Executive may own up to two percent (2%) of the outstanding
shares of the capital stock of a company whose  securities are registered  under
Section 12 of the Securities Exchange Act of 1934).

      For  purposes  of this  Agreement,  the term  "Direct  Competitor"  is any
business  entity  which:  (a)  through  the  Executive's  efforts,  induces  the
Company's employees to terminate employment for the purpose of being employed by
such  business  entity;  or (b) is engaged in the  business  of the  Company and
engages in Substantial  Competition with the Company in one or more Metropolitan
Statistical Areas ("MSAs") in which the Company has its operations, or in which,
at the date the  Executive's  employment  terminates,  the Company is engaged in
real estate site selection or has taken further steps toward the commencement of
operations in the future,  either alone or in association  with another  entity,
and in which the Company  collectively  produced,  or is projected to produce in
the first year of operations,  more than five million  dollars  ($5,000,000)  of
gross  sales.  A  business  will  not  be  considered  to  be  in   "Substantial
Competition"  with the Company if: (i) the business or the operating unit of the
business  in which the  Executive  is employed  or with which the  Executive  is
associated (the "Business  Unit") is not engaged in the retail sales and service
of consumer  electronics  or (ii) if sales of the  Business  Unit's  products or
services in the retail sales and service of consumer electronics constitute less
than ten percent (10%) of such Business  Unit's sales;  or (iii) if the sales of
the  Business  Unit in the retail sales and service of consumer  electronics  do
constitute  more than ten percent (10%) of the sales of the Business  Unit,  but
there is not significant geographic overlap between such Business Unit's and the
Company's business locations.

      In the event that the Executive's  employment is terminated within two (2)
years  following  a Change  in  Control  (as  defined  in  Section  8.2),  under
circumstances  described in Section 8.3, the Executive shall not be bound by the
provisions of this section.

      7.2. Confidentiality.  The  Company has  advised  the  Executive  and  the
Executive  acknowledges  that it is the  policy of the  Company to  maintain  as
secret and confidential all Protected  Information (as defined below),  and that
Protected  Information  has been and will be developed at  substantial  cost and
effort  to the  Company.  The  Executive  shall  not at any  time,  directly  or
indirectly,   divulge,   furnish,  or  make  accessible  to  any  person,  firm,
corporation,  association, or other entity (otherwise than as may be required in
the regular course of the Executive's employment), nor use in any manner, either
during the Employment  Period or after the termination,  for any reason,  of the
Employment Period, any Protected  Information,  or cause any such information of
the Company to enter the public domain.

      For  purposes  of this  Agreement,  "Protected  Information"  means  trade
secrets,  confidential and proprietary  business information of the Company, and
any other  information of the Company,  including,  but not limited to, customer
lists (including  potential  customers),  sources of supply,  processes,  plans,
materials,  pricing information,  internal memoranda,  marketing plans, internal
policies,  and products and services which may be developed from time to time by
the Company and its agents or  employees,  including  the  Executive;  provided,
however,  that  information that is in the public domain (other than as a result
of a breach of this Agreement),  approved for release by the Company or lawfully
obtained  from third  parties who are not bound by a  confidentiality  agreement
with the Company, is not Protected Information.

      7.3. Acknowledgement of Covenants. The parties hereto acknowledge that the
Executive's services are of a special, extraordinary, and intellectual character
which  gives him unique  value,  and that the  business  of the  Company and its
subsidiaries is highly  competitive,  and that violation of any of the covenants
provided in this Section 7 would cause immediate,  immeasurable, and irreparable
harm,  loss, and damage to the Company not adequately  compensable by a monetary
award. The Executive acknowledges that the time, geographical area, and scope of
activity  restrained by the  provisions of this Section 7 are  reasonable and do
not impose a greater  restraint than is necessary to protect the goodwill of the
Company's business.  The Executive further  acknowledges that he and the Company
have  negotiated  and  bargained  for the terms of this  Agreement  and that the
Executive has received adequate  consideration for entering into this Agreement.
In the event of any such breach or threatened breach by the Executive of any one
or more of such  covenants,  the Company shall be entitled to such equitable and
injunctive  relief as may be available to restrain the Executive  from violating
the provisions  hereof.  Nothing  herein shall be construed as  prohibiting  the
Company from pursuing any other remedies  available at law or in equity for such
breach or threatened breach, including the recovery of damages and the immediate
termination of the employment of the Executive hereunder.

      7.4. Enforceability.  If any court determines that the foregoing covenant,
or any part thereof,  is  unenforceable  because of the duration or geographical
scope of such provision,  or for any other reason, the duration or scope of such
provision,  as the case may be, shall be reduced so that such provision  becomes
enforceable  and, in its reduced form,  such provision shall then be enforceable
and shall be enforced.

Article 8. Change in Control
      8.1. Change in Control. This Article 8 shall not become effective, and the
Company shall have no obligation  hereunder,  if the employment of the Executive
with the  Company  shall  terminate  prior to a Change in Control (as defined in
Section 8.2 below) of the Company.

      8.2. Definition  of Change in  Control.  Change in  Control of the Company
means,  and shall be deemed to have occurred  upon, the first to occur of any of
the following events:

           (a)  The  acquisition  by  any  individual,   entity,   or  group  (a
                "Person"),  including  a "person"  within the meaning of Section
                13(d)(3) or 14(d)(2) of the Securities  Exchange Act of 1934, as
                amended (the  "Exchange  Act"),  but  excluding an Affiliate (as
                defined below) of the Company,  of beneficial  ownership  within
                the meaning of Rule 13d-3 promulgated under the Exchange Act, of
                15  percent  (15%) or more of either:  (i) the then  outstanding
                shares  of  common   stock  of  the  Circuit   City  Group  (the
                "Outstanding  Common Stock");  or (ii) the combined voting power
                of the then  outstanding  securities of the Company  entitled to
                vote  generally in the election of directors  (the  "Outstanding
                Voting Securities");  excluding, however, the following: (A) any
                acquisition  directly from the Company (excluding an acquisition
                resulting from the exercise of an option,  conversion  right, or
                exchange  privilege  unless  the  security  being so  exercised,
                converted or exchanged was acquired  directly from the Company);
                (B) any  acquisition by the Company;  (C) any  acquisition by an
                employee benefit plan (or related trust) sponsored or maintained
                by the Company or any corporation  controlled by the Company; or
                (D) any acquisition by any corporation pursuant to a transaction
                which  complies with clauses (i),  (ii), and (iii) of subsection
                (c) of this Section 8.2;

           (b)  Individuals who, as of the Effective Date,  constitute the Board
                of Directors  (the  "Incumbent  Board")  cease for any reason to
                constitute at least a majority of such Board;  provided that any
                individual  who becomes a director of the Company  subsequent to
                the Effective Date,  whose election,  or nomination for election
                by the  Company's  stockholders,  was approved by the vote of at
                least a majority of the directors then  comprising the Incumbent
                Board  shall be  deemed a member  of the  Incumbent  Board;  and
                provided further,  that any individual who was initially elected
                as a  director  of the  Company  as a  result  of an  actual  or
                threatened  election  contest,  as such  terms  are used in Rule
                14a-11 of Regulation 14A promulgated  under the Exchange Act, or
                any other  actual  or  threatened  solicitation  of  proxies  or
                consents  by or on behalf  of any  Person  other  than the Board
                shall not be deemed a member of the Incumbent Board;

           (c)  The consummation of a reorganization, merger or consolidation of
                the Company or sale or other disposition of all or substantially
                all of the assets of the  Company (a  "Corporate  Transaction");
                excluding,  however, a Corporate  Transaction pursuant to which:
                (i) all or substantially  all of the individuals or entities who
                are the  beneficial  owners,  respectively,  of the  Outstanding
                Common Stock and the Outstanding  Voting Securities  immediately
                prior  to such  Corporate  Transaction  will  beneficially  own,
                directly  or  indirectly,  more  than  sixty  percent  (60%) of,
                respectively,  the outstanding  shares of common stock,  and the
                combined  voting  power of the  outstanding  securities  of such
                corporation  entitled  to  vote  generally  in the  election  of
                directors, as the case may be, of the corporation resulting from
                such Corporate  Transaction  (including,  without limitation,  a
                corporation,  which as a  result  of such  transaction  owns the
                Company  or all or  substantially  all of the  Company's  assets
                either  directly  or  indirectly)  in  substantially   the  same
                proportions   relative   to  each  other  as  their   ownership,
                immediately  prior  to  such  Corporate   Transaction,   of  the
                Outstanding  Common Stock and the Outstanding Voting Securities,
                as the case may be; (ii) no Person (other than: the Company; any
                employee benefit plan (or related trust) sponsored or maintained
                by the Company or any corporation controlled by the Company; the
                corporation resulting from such Corporate  Transaction;  and any
                Person  which  beneficially  owned,  immediately  prior  to such
                Corporate  Transaction,  directly  or  indirectly,   twenty-five
                percent  (25%) or more of the  Outstanding  Common  Stock or the
                Outstanding  Voting  Securities,   as  the  case  may  be)  will
                beneficially  own, directly or indirectly,  twenty-five  percent
                (25%)or more of, respectively,  the outstanding shares of common
                stock  of  the   corporation   resulting   from  such  Corporate
                Transaction  or the  combined  voting  power of the  outstanding
                securities of such corporation entitled to vote generally in the
                election of directors; and (iii) individuals who were members of
                the Incumbent  Board will  constitute at least a majority of the
                members of the board of directors of the  corporation  resulting
                from such Corporate Transaction; or

           (d)  The consummation of a plan of complete liquidation, dissolution,
                or sale of substantially all the assets of the Company.

      For purposes of this Article 8, "Affiliate" shall mean with reference to a
specified Person, any Person that directly or indirectly through one (1) or more
intermediaries  controls or is controlled by or is under common control with the
specified Person. For purposes of this definition,  "control"  (including,  with
correlative meaning, the terms "controlled by" and "under common control with"),
as used in  respect  to any  Person,  shall  mean the  possession,  directly  or
indirectly,  of the power to direct or cause the  direction  of  management  and
policies of such Person,  whether through  ownership of voting  securities or by
contract or otherwise.

      8.3. Change-in-Control  Severance Benefits. If at any time during the term
of  this  Agreement  there  is a  Change  in  Control  of the  Company  and  the
Executive's   employment  is  terminated   for  any  reason  other  than  death,
Disability,  Retirement,  Voluntary Termination (other than for Good Reason), or
Cause  within two (2) years  following  the Change in Control [or the  Executive
voluntarily terminates for any reason in the thirteenth month following a Change
in Control of the  Company ], the Company  shall  provide to the  Executive  the
following:

           (a)    Base  Salary  and  all  other  benefits  due  him as if he had
                  remained  an  employee  pursuant  to  Article  4  through  the
                  remainder of the month in which the termination  occurs,  less
                  applicable  withholding  taxes  and other  authorized  payroll
                  deductions;

           (b)    The amount  equal to a pro rata share of target  Annual  Bonus
                  for  the  calendar  year  in  which  the  Effective   Date  of
                  Termination  occurs (the calculation by which the Annual Bonus
                  is  multiplied  by a fraction,  the  numerator of which is the
                  number of full  completed  days in the bonus plan year through
                  the Effective  Date of  Termination,  and the  denominator  of
                  which is three hundred sixty-five (365);

           (c)    A lump-sum severance  allowance in an amount which is equal to
                  the  product  of three (3)  times  both the  Executive's  Base
                  Salary  at  the  rate  in  effect  immediately  prior  to  the
                  termination   and  the   Executive's   target   Annual   Bonus
                  established  for the  fiscal  year in  which  the  Executive's
                  termination of employment occurs;

           (d)    Continuation  at the same cost to the  Executive as existed as
                  of the  Effective  Date, of all health,  welfare,  and benefit
                  plan   participation   for  three  (3)  full  years  following
                  employment  termination,  provided that the  applicable  COBRA
                  health insurance benefit continuation period shall begin as of
                  the Effective Date of Termination;

           (e)    Provision of  outplacement  services for the  Executive not to
                  exceed a cost of fifty thousand dollars ($50,000); and

           (f)    A  lump-sum  payment  equal to the  three  (3)  year  costs of
                  perquisites outlined in Section 4.6 above.

      8.4. Excise Tax  Equalization  Payment.  In the event  that the  Executive
becomes  entitled to severance  benefits or any other  payment or benefit  under
this Agreement, or under any other agreement with or plan of the Company (in the
aggregate,  the "Total Payments"),  if any of the Total Payments will be subject
to the tax  (the  "Excise  Tax")  imposed  by  Section  4999 of the Code (or any
similar excise tax that may hereafter be imposed),  the Company shall pay to the
Executive in cash an additional amount (the "Gross-Up  Payment"),  such that the
net amount  retained by the Executive after deduction of any Excise Tax upon the
Total Payments and any federal,  state, and local income tax and Excise Tax upon
the Gross-Up Payment provided for by this Section 8.4 (including FICA and FUTA),
shall be equal to the Total Payments. The Company shall make such payment to the
Executive as soon as practicable  following the Effective  Date of  Termination,
but in no event beyond thirty (30) days from such date.

      For  purposes  of  determining  the amount of the  Gross-Up  Payment,  the
Executive  shall be deemed to pay federal  income taxes at the highest  marginal
rate of federal  income  taxation  in the  calendar  year in which the  Gross-Up
Payment is to be made, and state and local income taxes at the highest  marginal
rate of taxation in the state and locality of the  Executive's  residence on the
Effective Date of  Termination,  net of the maximum  reduction in federal income
taxes which could be obtained from deduction of such state and local taxes.

      The  Company's  Compensation  Committee  shall  determine,  based upon the
advice of the Company's  independent  certified public accountants,  whether any
payments or benefits hereunder are subject to the Excise Tax.

      8.5. Subsequent  Recalculation.  In the event the Internal Revenue Service
adjusts  the  computation  of the Company  under  Section 8.4 herein so that the
Executive did not receive the greatest net benefit,  the Company shall reimburse
the Executive for the full amount necessary to make the Executive whole,  plus a
market rate of interest, as determined by the Compensation Committee.

Article 9. Assignment
      9.1. Assignment by Company.  This  Agreement may and  shall be assigned or
transferred to, and shall be binding upon and shall inure to the benefit of, any
successor of the Company, and any such successor shall be deemed substituted for
all purposes of the "Company" under the terms of this Agreement. As used in this
Agreement,  the term "successor" shall mean any person,  firm,  corporation,  or
business entity which at any time,  whether by merger,  purchase,  or otherwise,
acquires all or substantially  all of the assets or the business of the Company.
Notwithstanding such assignment,  the Company shall remain, with such successor,
jointly and severally liable for all its obligations hereunder.

      Failure of the  Company to obtain the  agreement  of any  successor  to be
bound by the  terms of this  Agreement  prior to the  effectiveness  of any such
succession shall be a breach of this Agreement,  and shall  immediately  entitle
the  Executive  to  compensation  from the Company in the same amount and on the
same terms as the Executive  would be entitled in the event of a termination  of
employment  for Good Reason as provided in Section 8.3 herein.  Except as herein
provided, the Company may not otherwise assign this Agreement.

      9.2. Assignment by Executive. The services to be provided by the Executive
to the Company  hereunder  are personal to the  Executive,  and the  Executive's
duties  may not be  assigned  by the  Executive;  provided,  however,  that this
Agreement  shall inure to the benefit of and be enforceable  by the  Executive's
personal or legal representatives,  executors,  and administrators,  successors,
heirs,  distributees,  devisees,  and legatees.  If the Executive dies while any
amounts payable to the Executive hereunder remain outstanding, all such amounts,
unless otherwise provided herein,  shall be paid in accordance with the terms of
this Agreement to the Executive's devisee, legatee, or other designee or, in the
absence of such designee, to the Executive's estate.


Article 10. Dispute Resolution and Notice

      10.1. Issue  Resolution.  Any  disagreement  between  you and the Company
concerning  anything  covered by this  Agreement  or  concerning  other terms or
conditions of your  employment or the  termination  of your  employment  will be
settled by final and binding  arbitration  pursuant to the  Company's  Associate
Issue  Resolution  Program.  The Dispute  Resolution  Agreement  and the Dispute
Resolution Rules and Procedures are  incorporated  herein by reference as if set
forth in full in this  Agreement.  The decision of the arbitrator  will be final
and  binding  on both  you and the  Company  and may be  enforced  in a court of
appropriate jurisdiction.

      10.2. Notice. Any notices,  requests,  demands,  or  other  communications
provided for by this Agreement  shall be sufficient if in writing and if sent by
registered  or certified  mail to the Executive at the last address he has filed
in writing  with the Company or, in the case of the  Company,  at its  principal
offices.

Article 11. Miscellaneous
      11.1. Entire Agreement.  This Agreement supersedes any prior agreements or
understandings, oral or written, between the parties hereto, with respect to the
subject matter hereof,  and constitutes the entire agreement of the parties with
respect thereto. Without limiting the generality of the foregoing sentence, this
Agreement completely  supersedes any and all prior employment agreements entered
into by and between the Company and the Executive,  and all amendments  thereto,
in their entirety.

      11.2. Modification. This Agreement shall not be varied, altered, modified,
canceled,  changed,  or in any way  amended  except by mutual  agreement  of the
parties in a written  instrument  executed by the parties  hereto or their legal
representatives.

      11.3. Severability.  In the event  that any  provision  or portion of this
Agreement shall be determined to be invalid or unenforceable for any reason, the
remaining  provisions of this  Agreement  shall be unaffected  thereby and shall
remain in full force and effect.

      11.4. Counterparts.  This  Agreement  may be  executed  in one (1) or more
counterparts,  each of which shall be deemed to be an original, but all of which
together will constitute one and the same Agreement.

      11.5. Tax Withholding.  The Company may withhold from any benefits payable
under this Agreement all federal, state, city, or other taxes as may be required
pursuant to any law or governmental regulation or ruling.

      11.6. Beneficiaries.  The Executive may designate one (1) or  more persons
or entities as the primary and/or contingent  beneficiaries of any amounts to be
received under this Agreement.  Such designation must be in the form of a signed
writing acceptable to the CEO. The Executive may make or change such designation
at any time.

      11.7. Payment Obligation  Absolute.  The Company's  obligation to make the
payments  and  the  arrangement  provided  for  herein  shall  be  absolute  and
unconditional,  and  shall  not be  affected  by any  circumstances,  including,
without  limitation,  any offset,  counterclaim,  recoupment,  defense, or other
right which the  Company may have  against the  Executive  or anyone  else.  All
amounts payable by the Company hereunder shall be paid without notice or demand.
Each and every  payment made  hereunder by the Company  shall be final,  and the
Company  shall  not seek to  recover  all or any part of such  payment  from the
Executive  or  from  whomsoever  may  be  entitled  thereto,   for  any  reasons
whatsoever.

      The  Executive  shall  not  be  obligated  to  seek  other  employment  in
mitigation of the amounts  payable or  arrangements  made under any provision of
this Agreement, and the obtaining of any such other employment shall in no event
effect any  reduction  of the  Company's  obligations  to make the  payments and
arrangements required to be made under this Agreement;  provided,  however, that
continued health,  welfare,  and benefit plan participation  pursuant to Section
6.4 or  Section  8.3 herein  shall be  discontinued  in the event the  Executive
becomes  eligible to receive  substantially  similar  benefits  from a successor
employer.

      11.8. Contractual Rights to Benefits. This Agreement establishes and vests
in the  Executive a  contractual  right to the  benefits to which he is entitled
hereunder.  However,  nothing  herein  contained  shall  require or be deemed to
require,  or  prohibit  or be deemed to  prohibit,  the  Company  to  segregate,
earmark,  or  otherwise  set  aside  any  funds  or  other  assets,  in trust or
otherwise, to provide for any payments to be made or required hereunder.

Article 12. Governing Law
      To the extent  not  preempted  by  federal  law,  the  provisions  of this
Agreement  shall be construed  and enforced in  accordance  with the laws of the
Commonwealth of Virginia, without reference to Virginia's choice of law statutes
or decisions.

      IN WITNESS  WHEREOF,  the  Executive  and the Company have  executed  this
Agreement as of the Effective Date.

      Circuit City Stores, Inc.                     Executive: Dennis J. Bowman

      By: /s/ Dennis J. Bowman                      ____________________________
         ----------------------------------------



      Attest:
     -       ------------------------------------


</TEXT>
</DOCUMENT>
