CIRCUIT CITY STORES INC
EMPLOYMENT AGREEMENT EFFECTIVE JULY 30, 2007
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ccs0711078k_ex10-2.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT EFFECTIVE JULY 30, 2007
<TEXT>
Exhibit 10.2



Circuit City Stores, Inc.
Employment Agreement for BRUCE H. BESANKO


     This  EMPLOYMENT  AGREEMENT  ("Agreement")  is made,  entered into,  and is
effective as of the 30th day of July 2007 (the "Effective Date"), by and between
Circuit  City  Stores,   Inc.  (the   "Company")   and  Bruce  H.  Besanko  (the
"Executive").

     WHEREAS,  the Company  desires to employ the  Executive as  Executive  Vice
President, Chief Financial Officer of Circuit City Stores, Inc.;

     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 Executive  Vice  President  and Chief  Financial
Officer of the Company;

     WHEREAS,  upon execution of this Agreement,  any prior employment agreement
by and between the Executive and the Company, whether oral or written, will have
no force and effect with respect to the terms and conditions of the  Executive's
employment  and will be  fully  replaced  and  superseded  by the  terms of this
Agreement; and

     WHEREAS,  the  Executive  will  develop  and/or  come in  contact  with the
Company's  proprietary  and  confidential   information  which  is  not  readily
available to the public,  and which is of great importance to the Company and is
treated by the Company as secret and confidential information.

     NOW, THEREFORE,  in consideration of the Executive's  employment 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 Executive Vice President,  Chief Financial Officer of the
Company,  in accordance  with the terms and conditions set forth herein,  for an
initial  period of one (1) year,  commencing  as of the  Effective  Date of this
Agreement as indicated above (the "Initial Term"); subject,  however, to earlier
termination as expressly provided herein.

     The Initial Term shall  automatically be renewed for additional  periods of
one (1) year each at the end of the  Initial  Term,  and then  again  after each
successive year thereafter (collectively, the "Renewal Periods," which, together
with the Initial Term, constitute the "Term" of this Agreement). However, either
party may terminate this Agreement at the end of the Initial Term, or at the end
of any Renewal Period, by giving the other party written notice of intent not to
renew,  delivered at least  forty-five (45) days prior to the end of the Initial
Term or any Renewal Period.

Article 2.  Position and Responsibilities

     During  the  Term of this  Agreement,  the  Executive  agrees  to  serve as
Executive  Vice  President,  Chief  Financial  Officer  of the  Company.  In his
capacity as Executive Vice  President,  Chief Financial  Officer,  the Executive
shall  report  directly  to  President  and CEO and shall  have the  duties  and
responsibilities  of Executive Vice President,  Chief  Financial  Officer of the
Company and such other duties and  responsibilities  not  inconsistent  with the
performance of his duties as Executive Vice President, Chief Financial Officer.

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  and  talents  full  time to the
          performance of his employment obligations and duties for the Company;

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

     (c)  Comply with all rules, regulations, and policies established or issued
          by the Company; and

     (d)  Refrain from taking advantage, for himself or others, of any corporate
          opportunities of the Company.

Article 4.  Other Employment

     The Executive shall not, during the term hereof, be interested  directly or
indirectly, in any manner, as partner, officer, director, investor, stockholder,
advisor,  employee,  or in any other capacity,  in any other business similar to
Company's business for the Executive's  personal advantage or benefit or that of
others.  Any other  employment  or  position  which might  reasonably  be deemed
contrary to the best interests of the Company is prohibited.  During the term of
employment  hereunder,  the  Executive  agrees to obtain the  Company's  written
consent prior to entering into any other occupation,  even if dissimilar to that
of the  Company.  Such  consent  may be granted or  withheld,  in the  Company's
absolute  discretion.  Nothing  herein  contained  shall be deemed to prevent or
limit  the  right of the  Executive  to  invest  in the  capital  stock or other
securities of any corporation  whose stock or securities are regularly traded on
any public  exchange,  nor shall anything herein  contained be deemed to prevent
the Executive from investing in real estate for his own benefit (so long as such
investment  (a) is not  related  to or in  support  of any  entity  engaged in a
business  similar  to that of the  Company  or (b)  does  not  detract  from the
Executive's performance of his duties and obligations hereunder).

Article 5.  Compensation and Benefits

     As remuneration for all services to be rendered by the Executive during his
employment,  and as consideration for complying with the covenants  herein,  the
Company shall pay and provide to the Executive the following:

     5.1. Base Salary. During the Term of this Agreement,  the Company shall pay
the Executive a Base Salary in an amount which shall be established and approved
by the Compensation and Personnel Committee of the Board of Directors; provided,
however,  that such Base Salary shall be  established at a rate of not less than
$500,000.00 gross 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 the Term of this
Agreement is in force, to ascertain whether, in the judgment of the Compensation
and Personnel  Committee,  such Base Salary should be changed.  If changed,  the
Base Salary as stated above shall, likewise, be changed for all purposes of this
Agreement.

     5.2 Annual Bonus.  In addition to his Base 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 during the Term of this Agreement.

     Under the  Company's  short-term  incentive  plan,  the  Executive  has the
opportunity  to earn an annual  bonus with  respect  to any  fiscal  year of the
Company  ("Annual  Bonus").  The Annual  Bonus,  if earned,  with respect to any
fiscal year, will generally be in an amount that is not less than Eighty Percent
(80%) of the  Executive's  Base Salary for the fiscal year with respect to which
the Annual Bonus is being paid (the "Minimum Bonus Rate").

     The award and  amount of any Annual  Bonus  shall be  determined  under the
Company's  short-term  incentive  plan, at the sole  discretion of the Company's
Compensation and Personnel  Committee.  If the Minimum Bonus Rate is changed, it
shall, likewise, be changed for all purposes of this Agreement.

     5.3. Long-Term Incentives. During the Term of this Agreement, 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  and
Personnel Committee, in their discretion, determines is appropriate.

     5.4. Retirement  Benefits.  During the Term of this Agreement,  the Company
shall provide to the Executive the opportunity for  participation in all Company
retirement,  insurance,  fringe benefit,  and executive  compensation  plans and
programs,  subject to the  eligibility  and  participation  requirements of such
plans.

     5.5.  Employee  Benefits.  During the Term of this  Agreement,  the Company
shall  provide  the  Executive   all  benefits,   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.

     5.6.  Perquisites.  During the Term of this  Agreement,  the Company  shall
provide to the Executive, at the Company's cost, all perquisites,  to the extent
that the Board of Directors  of the Company or the  Compensation  and  Personnel
Committee, in their discretion, determines is appropriate.

     5.7. Right to Change Plans.  By reason of Articles 5.5 and 5.6 herein,  the
Company shall not be obligated to institute, maintain, or refrain from changing,
amending, or discontinuing any benefit plan or perquisite.

Article 6.  Expenses

     During the Term of this  Agreement,  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
Company finds that the Executive's participation is in the best interests of the
Company. The payment of reimbursement of expenses shall be subject to such rules
concerning  documentation of expenses and the type or magnitude of such expenses
as the  Compensation  and  Personnel  Committee  of the Board of  Directors  may
establish from time to time.

Article 7.  Employment Termination

     7.1.  Termination  Due to Retirement or Death. In the event the Executive's
employment  ends  by  reason  of  Retirement   (defined  as  voluntary   "Normal
Retirement"  under the then  established  definitions and rules of the Company's
tax-qualified  retirement plan) or the Executive's death during the term of this
Agreement,  the Executive's  benefits shall be determined in accordance with the
Company's retirement,  survivor's benefits,  insurance,  and/or other applicable
programs  of the  Company  then  in  effect.  In  addition,  in the  case of the
Executive's  death, all stock grants will become  immediately  vested and may be
exercised by the Executive's personal representatives,  distributees,  legatees,
or estate at any time before the expiration date of the grant.

     The Effective Date of  Termination  due to Retirement or death shall be (a)
ninety (90) days  following  the date the  Executive  provides  the Company with
written  notice that the Executive is ending  employment by reason of Retirement
or (b) on the Executive's  date of death, as the case may be. Upon the Effective
Date of Termination,  the Company shall be obligated to pay the Executive or, if
applicable, the Executive's estate; (a) any Base Salary or Annual Bonus that was
accrued but not yet paid as of the Effective  Date of  Termination;  and (b) all
other rights and  benefits  that the  Executive is vested in,  pursuant to other
plans and programs of the Company.

     7.2.  Termination  Due to  Disability.  The Company shall have the right to
terminate the Executive's  employment for  disability.  For the purposes of this
Agreement,  disability  shall mean any physical or mental illness or injury that
causes the  Executive  to be unable to  substantially  perform  the  Executive's
normal  duties;  provided  however that the  Executive  shall not be  considered
disabled  until:  (i) the Executive has been so disabled for 180 days during any
period  of  twelve  (12)  consecutive  months;  (ii) the  Executive's  attending
physician shall have furnished to the Company  certification  that the return of
the Executive to his normal duties is  impossible  or  improbable;  or (iii) the
Executive is determined to be totally  disabled by the  disability  insurer then
insuring the Executive, if any.

     The Effective Date of Termination due to Disability shall be specified,  in
a written notice, by the Executive's  immediate manager, and such written notice
shall be  delivered  to the  Executive,  but shall be no less than  thirty  (30)
calendar days after the delivery of such 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 fiscal 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 Article 5.2 had there been no termination of the Employment  Period);  and
(c) all other rights and benefits that the  Executive is vested in,  pursuant to
other plans and programs of the Company.

     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 the employment of the Executive terminates because of Disability, all of
the Executive's  outstanding  stock grants,  excluding  restricted  stock grants
issued under a performance based plan, will become immediately vested, effective
as of  the  date  of  the  Executive's  Disability.  Then,  the  Executive,  the
Executive's personal representatives, distributees, or legatees may exercise the
Executive's grants at any time before the expiration date of the grant.

     7.3.  Voluntary  Termination by the Executive.  The Executive may terminate
his  employment  and this  Agreement  at any time by giving the Company at least
forty-five (45) days written notice.  The Company  reserves the right to require
the  Executive  not to work during the notice period but shall pay the Executive
his full Base  Salary,  at the rate then in effect as  provided  in Article  5.1
herein, through the notice period plus all other benefits to which the Executive
has a  vested  right  on the  last  day of  employment  (for  purposes  of  this
paragraph,  the Executive shall not be paid any Annual Bonus with respect to the
fiscal year in which voluntary  termination under this Article 7.3 occurs).  The
Company thereafter shall have no further obligations under this Agreement.

     7.4 Involuntary  Termination by the Company Without Cause.  The Company may
terminate the  Executive's  employment,  at any time,  for any reason other than
death, Disability,  Retirement,  or for "Cause", by providing the Executive with
at least  forty-five  (45) days  written  notice;  provided,  however,  that for
purposes  of this  Article  7.4 (a),  no  variation,  alteration,  modification,
cancellation,  change or amendment  made to this  Agreement  pursuant to Article
12.3 or 12.4 shall be deemed an involuntary termination without Cause.

     (a)  Upon the Effective  Date of  Termination  specified by the Company for
          termination by the Company without cause, the Company shall pay to the
          Executive,  an amount  equal to one (1) year of the  Executive's  Base
          Salary and the  Executive's  target Annual Bonus  established  for the
          fiscal year in which the  Executive's  Effective  Date of  Termination
          occurs according the Company's  regularly scheduled payroll practices.
          If, however,  the Company determines that such payments are subject to
          Treasury Regulation Service 1.409A-3(g)(2), payment shall begin on the
          first day of the month following the six (6) month  anniversary of the
          Executive's  Effective  Date of  Termination,  with  6/12 of the total
          payment  made on such date and 1/12 of the  payment  made on the first
          day of each month in the six (6) month period thereafter.

     (b)  In  addition,  the  Company  shall  continue,  at the same cost to the
          Executive  as existed as of the  Effective  Date of  Termination,  all
          health and welfare  benefit plan  participation,  as permitted by law,
          for one  (1)  full  year  following  the  Executive's  termination  of
          employment;  provided,  however,  that the applicable COBRA "period of
          coverage"  under any plan  subject  to Section  4980B of the  Internal
          Revenue Code of 1986, as amended (the "Code"), or Sections 601 through
          609 of the  Employee  Retirement  Income  Security Act of 1974 (ERISA)
          shall begin as of the Effective Date of Termination.

     (c)  The Company  shall also provide the  Executive  with six (6) months of
          outplacement services.

     (d)  Any  unvested  stock  options  or any  outstanding  restricted  stock,
          excluding  performance-based   restricted  stock  grants,  as  of  the
          Effective  Date of  Termination,  that would  become  vested (that is,
          exercisable  in  the  case  of  stock  options  or  transferable   and
          non-forfeitable  in the case of  restricted  stock)  if the  Executive
          remained an employee  through  the  Initial  Term or the then  current
          Renewal  Period of this Agreement will become vested as of the date of
          the Effective Date of Termination.  The Executive must satisfy the tax
          withholding requirements.

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

     7.5. Termination For Cause. Nothing in this Agreement shall be construed to
prevent the Company  from  terminating  the  Executive's  employment  under this
Agreement, without notice or liability for doing so, for "Cause."

     For purposes of this Agreement, "Cause" means:

     (a)  The Executive's material breach of this Agreement, which breach is not
          cured  within  ten (10) days of receipt  by the  Executive  of written
          notice from the Company specifying the breach;

     (b)  The  Executive's  gross  negligence in the performance of his material
          duties   hereunder,    intentional   nonperformance   or   intentional
          misperformance  of such duties,  misconduct  or refusal to abide by or
          comply with the directives of the Board, his superior officers, or the
          Company's policies and procedures, which actions continue for a period
          of ten (10) days after receipt by the  Executive of written  notice of
          the need to cure or cease;

     (c)  Conviction of a felony or any crime involving moral turpitude;

     (d)  The Executive  engaging in illegal  conduct,  dishonesty or fraud with
          respect  to the  business  or  affairs  of  the  Company  that  in the
          reasonable  judgment of the Company  materially and adversely  affects
          the operations or reputation of the Company;

     (e)  Failure of the  Executive  to  disclose to the  Executive's  manager a
          conflict of interest,  of which the Executive knew or, with reasonable
          diligence,  would  have  known,  in  connection  with any  transaction
          entered into on behalf of the Company;

     (f)  Failure of the Executive to agree to a modification of this Agreement,
          pursuant to paragraph 12.3 below, when the purpose of the modification
          is to comply  with  applicable  federal,  state  and/or  local laws or
          regulations,  or when such  modification is designed to further define
          the restrictions of Article 8 or otherwise  enhance the enforcement of
          Article 8 without  increasing the scope of the Article 8 restrictions;
          or

     In the event this Agreement is terminated for Cause,  the Company shall pay
the Executive  his Base Salary  through the Effective  Date of  Termination  for
cause 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.

     7.6.  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 Company forty-five (45) days written notice,  which
notice  sets  forth in detail the facts and  circumstances  claimed to provide a
basis for such  termination.  However,  the Company shall,  at its option,  have
thirty  (30)  days  from  receipt  of such  written  notice to cure any event or
circumstance that could constitute Good Reason.

     If the Company  chooses not to cure, the Effective Date of Termination  for
Good Reason shall occur upon the  expiration of the  forty-five  (45) days prior
notice period that is specified by the Executive in the written notice,  and the
Company  shall pay and provide to the  Executive  the benefits set forth in this
Article 7.6.

     Subject to the last paragraph of this Article 7.6, and for purposes of this
Agreement,  Good Reason  shall mean,  without the  Executive's  express  written
consent, the occurrence of any one (1) or more of the following:

     (a)  Failing to maintain the  Executive's  participation  in the  Company's
          annual bonus and long-term  incentive  plan in a manner  determined by
          the  Board  of  Directors  of  the  Company  or the  Compensation  and
          Personnel Committee;

     (b)  Failing to maintain the Executive's  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;

     (c)  Reducing  the  Executive's  Base Salary  which  reduction  is not made
          pursuant to an agreement between the Executive and the Company;

     (d)  Terminating  the  Executive's  employment  otherwise than as expressly
          permitted by this Agreement; or

     (e)  Failing to comply  with and  satisfy  Article  10.1 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 Article 7.4 herein.  Said payment shall commence within  forty-five
(45) 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.


Article 8.  Noncompetition and Confidentiality

     8.1. Noncompetition.

     (a)  During  the  Executive's  employment  and for a period of one (1) year
          following the last day of the  Executive's  employment,  the Executive
          shall not directly or indirectly compete with the Company by engaging,
          in a competitive capacity, in any business that is engaged in the same
          or similar business of the Company,  specifically  including,  but not
          limited to, Best Buy Co.,  Inc.;  Dell,  Inc; eBay;  Wal-Mart  Stores;
          Amazon.com,  and any of the related or affiliated entities for each of
          the  above  companies.  A  business  will not be  considered  to be in
          competition  with the Company for purposes of this paragraph 8.1(a) or
          paragraph 8.1(b) below if:

          (i)      The business or the  operating  unit of the business in which
                   the  Executive  is  employed or with which the  Executive  is
                   associated  (collectively the "Business Unit") is not engaged
                   in the retail sales of consumer electronics;

          (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 the
                   Business Unit solely operates outside of North America.

          Notwithstanding  the  foregoing,  nothing  herein  shall be  deemed to
          prevent or limit the right of the  Executive  to invest in the capital
          stock or other securities of any corporation whose stock or securities
          are regularly traded on any public exchange, nor shall anything herein
          contained be deemed to prevent  Employee from investing in real estate
          for his own benefit (as long as such  investment  is not related to or
          in support of any entity  engaged in the same or similar  business  as
          the  Company  in   competition   with  the  Company  in  one  or  more
          Metropolitan  Statistical Areas ("MSAs") in which the Company is doing
          business during the Executive's employment).

     (b)  During  the  Executive's  employment  and for a period of one (1) year
          following the last day of the  Executive's  employment,  the Executive
          shall not directly or indirectly compete with the Company by engaging,
          in a  competitive  capacity,  in any  business  engaged in the same or
          similar business of the Company in one or more MSAs where, on the last
          day of the  Executive's  employment,  the  Company  is engaged in real
          estate  site   selection  or  has  taken   further  steps  toward  the
          commencement  of operations  in the future,  of which the Executive is
          aware.

     (c)  The Executive agrees that competition,  as set forth in Article 8.1(a)
          above,  shall include,  but not be limited to, engaging in competitive
          activity, as an individual, as a partner, as a joint venturer with any
          other person or entity, or as an employee, agent, or representative of
          any other person or entity.

     (d)  It is the specific  intent of the parties that the Executive  shall be
          restricted  from competing  directly or indirectly with any segment of
          the  Company's  business in which the  Executive  engaged prior to the
          last  day of his  employment  and from any  segment  of the  Company's
          business   about  which  the   Executive   acquired   proprietary   or
          confidential information during the course of his employment.

     (e)  If any  provision  of this  Article 8.1  relating to the time  period,
          geographic area or scope of restricted activities shall be declared by
          a court of competent  jurisdiction  to exceed the maximum time period,
          geographic area or scope of activities, as applicable, that such court
          deems reasonable and enforceable, said time period, geographic area or
          scope of  activities  shall be  deemed  to be,  and  thereafter  shall
          become,  the  maximum  time  period,  scope of  activities  or largest
          geographic  area that such court deems  reasonable and enforceable and
          this Agreement shall  automatically be considered to have been amended
          and revised to reflect such determination.

     (f)  The  Executive  and the Company have  examined in detail this Covenant
          Not to Compete and agree that the restraint imposed upon the Executive
          is reasonable in light of the legitimate interests of the Company, and
          it is  not  unduly  harsh  upon  the  Executive's  ability  to  earn a
          livelihood.

     8.2.  Non-Solicitation  of Employees.  The Executive agrees that during the
Executive's  employment  with  the  Company  and for a  period  of one (1)  year
following the last day of the Executive's  employment,  the Executive shall not,
directly or indirectly,  solicit or induce, or attempt to solicit or induce, any
employee of the Company to leave the Company for any reason  whatsoever  or hire
any  individual  employed by the  Company.  For  purposes of this  Article  8.2,
employee  shall mean any  individual  employed by the Company on the last day of
the Executive's  employment or within the  three-month  period prior to the last
day of the Executive's employment.

     8.3.  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  agrees to hold in strict  confidence  and
safeguard any information of or about the Company gained by the Executive in any
manner or from any source during the Executive's employment. The Executive shall
not, without the prior written consent of the Company,  at any time, directly or
indirectly,  divulge,  furnish,  use, disclose 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), either during the
Executive's  employment  with the Company or  subsequent  to the last day of the
Executive's employment, any Protected Information, or cause any such information
of the Company to enter the public domain.

     The  Executive  understands  and agrees that any  information,  data and/or
trade secrets about Company or its suppliers and/or distributors is the property
of the Company and is essential to the protection of the Company's  goodwill and
to the maintenance of the Company's  competitive position and accordingly should
be kept secret.  For purposes of this Agreement,  "Protected  Information" means
trade secrets, confidential and proprietary business information of or about the
Company,  and any other  information of the Company,  including,  customer lists
(including potential customers), sources of supply, processes, plans, materials,
pricing  information,  internal memoranda,  marketing plans,  promotional plans,
internal policies, research,  purchasing,  accounting and financial information,
computer programs,  hardware,  software,  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.

     Nothing  contained  in  this  Article  is  intended  to  reduce  in any way
protection available to the Company pursuant to the Uniform Trade Secrets Act as
adopted in the  Commonwealth of Virginia or any other state or other  applicable
laws which  prohibit the misuse or disclosure  of  confidential  or  proprietary
information.

     8.4.  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 Article 8 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,  scope of  activities  and
geographical  area restrained by the provisions of this Article 8 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 for
cause.

Article 9.  Change in Control

     9.1. Change in Control. This Article 9 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
Article 9.2 below) of the Company.

     9.2.  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  thirty-five  percent (35%) or
          more of either:  (i) the then  outstanding  shares of common  stock of
          Circuit City (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 Article 9.2;

     (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 9, "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.

     9.3.  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 Good Reason or Cause
within the one (1) year period  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 5 through the  remainder of the month in
          which the termination  occurs,  less applicable  withholding taxes and
          other authorized payroll deductions;

     (b)  A  lump-sum  severance  allowance  in an  amount  that is equal to the
          product of two (2) 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;

     (c)  Continuation  at the same cost to the  Executive  as existed as of the
          Effective Date of Termination of Agreement of all health, welfare, and
          benefit plan participation for two (2) full years following employment
          termination;

     (d)  Provision  of  outplacement  services  for the  Executive  for six (6)
          months;

     (e)  A  lump-sum  payment  equal  to the two (2) year  cost of  perquisites
          outlined in Article 5.6 above; and

     (f)  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
          non-forfeitable)  if the  Executive  remained an employee  through the
          Initial Term or the then current Renewal Period 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.

     9.4.  Excise Tax  Equalization  Payment.  In the event  that the  Executive
becomes  entitled  to  severance  benefits  under  this  Agreement  or 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 Article 9.4 (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 and Personnel 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.

     9.5.  Subsequent  Recalculation.  In the event the Internal Revenue Service
adjusts  the  computation  of the Company  under  Article 9.4 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  and  Personnel
Committee.

     9.6.  Limit  on  Change-in-Control   Severance  Benefits.   Notwithstanding
anything  in this  Agreement  to the  contrary,  the value of  change-in-control
severance benefits payable under this Agreement,  determined as set forth below,
may not exceed 2.99 times the sum of the  Executive's  Base Salary plus the most
recent  bonus  paid to the  Executive  (or,  if no bonus  has  been  paid to the
Executive in the Executive's  current position,  the Executive's  target bonus).
This limit shall apply to lump sum severance  payments,  periodic cash payments,
consulting  fees  (other  than fees paid on an hourly or per diem basis for work
actually  performed),  the value of  post-termination  employee benefit plan and
fringe benefit  continuation  and additional  service credit under the Company's
defined benefit pension plan. The value of accelerated  vesting of stock options
and  other  long-term  incentive  awards is not  subject  to the  limit,  nor is
accelerated payment of an amount that would otherwise be due to the Executive at
a later date.  Excise tax equalization  payments,  as provided under Article 9.4
will continue to apply in these situations and may cause the total benefits paid
to the Executive to exceed the 2.99 limit.

Article 10.  Assignment

     10.1.  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.
In addition,  the  obligations of the Executive  under Articles 8 and 12 of this
Agreement shall continue after the termination of the Executive's employment and
shall be binding on the Executive's heirs, executors,  legal representatives and
assigns.

     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 by Article 7.6.  Except as provided  herein,  the Company may
not otherwise assign this Agreement.

     10.2. 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 11.  Dispute Resolution and Notice

     11.1.  Issue  Resolution.  Except for actions  initiated  by the Company to
enjoin a breach  by,  and/or  recover  damages  from the  Executive  related  to
violation of any of the  restrictive  covenants in Article 8 of this  Agreement,
which  Company  may  bring  in an  appropriate  court  of  law  or  equity,  any
disagreement  between the Executive and the Company concerning  anything covered
by this  Agreement or concerning  other terms or  conditions of the  Executive's
employment or the termination of the  Executive's  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  the  Executive  and the  Company  and may be  enforced  in a court  of
appropriate jurisdiction.

     11.2.  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 12.  Miscellaneous

     12.1. 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.

     12.2.  Return  of  Materials.  Upon  the  termination  of  the  Executive's
employment with the Company, however such termination is effected, the Executive
shall promptly deliver to Company all property, records,  materials,  documents,
and copies of documents concerning the Executive's business and/or its customers
(hereinafter  collectively  "Company  Materials") which the Executive has in his
possession or under his control at the time of  termination  of his  employment.
The  Executive  further  agrees  not to take or extract  any  portion of Company
Materials  in  written,  computer,  electronic  or any other  reproducible  form
without the prior written consent of the Executive's immediate manager.

     12.3. 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.  It is the intention of the parties that this  Agreement may be
modified to ensure that this  Agreement is in  compliance  with all federal laws
and  regulations,  including but not limited to,  Internal  Revenue Code Section
409A and regulations thereunder.

     12.4. Severability.  It is the intention of the parties that the provisions
of the restrictive  covenants  herein shall be enforceable to the fullest extent
permissible  under  the  applicable  law.  If any  clause or  provision  of this
Agreement is held to be illegal,  invalid,  or  unenforceable  under  present or
future  laws  effective  during  the term  hereof,  then the  remainder  of this
Agreement shall not be affected thereby, and in lieu of each clause or provision
of this Agreement  which is illegal,  invalid or  unenforceable,  there shall be
added, as a part of this Agreement, a clause or provision as similar in terms to
such illegal,  invalid or  unenforceable  clause or provision as may be possible
and as may be legal, valid, and enforceable.

     12.5.  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.

     12.6. 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.

     12.7.  Restrictive  Covenants of the Essence. The restrictive  covenants of
the Executive set forth herein are of the essence of this Agreement;  they shall
be construed as independent of any other  provision in this  Agreement;  and the
existence of any claim or cause of action of the Executive  against the Company,
whether  predicated on this  Agreement or not, shall not constitute a defense to
the enforcement by the Company of the restrictive  covenants  contained  herein.
The Company shall at all times  maintain the right to seek  enforcement of these
provisions  whether or not the Company has  previously  refrained  from  seeking
enforcement  of any such  provision as to the Executive or any other  individual
who has signed an agreement with similar provisions.

     12.8 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 Executive's  immediate manager. The Executive may make
or change such designation at any time.

     12.9. 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 Article
7.4 or  Article  9.3 herein  shall be  discontinued  in the event the  Executive
becomes  eligible to receive  substantially  similar  benefits  from a successor
employer.

     12.10. 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 13.  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.


By:
   --------------------------------------------------
      Eric A. Jonas, Jr.
      Senior Vice President, Human Resources



EXECUTIVE:


----------------------------------------------
Bruce H. Besanko
SSN:  ___-__-___






</TEXT>
</DOCUMENT>
