Exhibit 10.1


 


BEST
BUY CO., INC.

PERFORMANCE SHARE AWARD AGREEMENT


Award Date: August 5, 2008


 


I.                                         The Award and the Plan.  As of the Award Date set forth in the Award
Notification accompanying this Performance Award, Best Buy Co., Inc. (“Best
Buy” or the “Company”) grants to you the right to earn the number of its Shares
set forth in such Award Notification (the “Performance Shares”), to be issued
to you (a) if you earn some or all of the Performance Shares by meeting
certain Performance Goals, (b) if some or all of the Performance Shares
you may earn also become vested when certain other conditions are satisfied,
and (c) at the scheduled time or times for issuance of any earned and
vested Performance Shares, all pursuant to the terms and conditions contained
in this Performance Share Award Agreement (this “Agreement”) and the Best Buy
Co., Inc. 2004 Omnibus Stock and Incentive Plan, as amended May 1,
2007 (the “Plan”).  Capitalized terms not
defined in the body of this Agreement are defined in the attached Addendum or
in the Plan.  Except as otherwise stated,
all “Section” references refer to Sections of this Agreement.


 


II.                                     Earning,
Vesting and Issuance of Component 1 Performance Shares.


 


2.1                               Earning the Component 1 Performance Shares.  The performance period for determining
whether you will earn the first 50% of the Performance Shares (the “Component 1
Performance Shares”) shall run from June 1, 2008, through February 26,
2011 (the “Component 1 Performance Period”). 
After the end of the Component 1 Performance Period, the Committee will
determine the number (if any) of Component 1 Performance Shares you have
earned, based on (a) the level of achievement of the Performance Goals for
the Component 1 Performance Period, as set forth in the Performance Goals Schedule
attached to this Agreement; or (b) if applicable, a Change in Control as
provided in Section 4.4(e).  The
manner in which the number of earned Component 1 Performance Shares (if any)
will vest or become forfeited is described in Section 2.2; and the times
at which any vested Component 1 Performance Shares will be issued to you are
described in Section 2.3.


 


2.2                               Vesting of Component 1 Performance Shares.  Subject to the restrictions and forfeiture
provisions described in Section 4.2, any Component 1 Performance Shares
that are earned in accordance with Section 2.1 shall vest or become
forfeited as follows:


 


(a)                                  100% of the earned Component 1
Performance Shares will vest on the last day of the Component 1 Performance
Period, subject to your continued employment with the Company Group through
that date;


 


(b)                                 If your employment with the Company Group
ends before the earliest of (i) the date of your Qualified Retirement, (ii) the
last day of the Component 1 Performance Period, or (iii) the date of
a Change in Control, your right to earn any Performance Shares will be
forfeited pursuant to Section 4.4(a); or


 


(c)                                  If your Qualified Retirement or a Change
in Control occurs before the last day of the Component 1 Performance Period,
the vested percentage (if any) of any Component 1 Performance Shares you may
earn will be determined under Section 4.4; and the balance will be
forfeited.


 


2.3                               Issuance of  Component 1
Performance Shares.  Subject to the restrictions of Section 4.2
and any earlier issuance of Performance Shares under Section 4.4(e), any
portion of the Component 1 Performance Shares that is earned in accordance with
Section 2.1, and has become vested in accordance with Section 2.2 or Section 4.4,
shall be issued to you in the form of Shares at the following times, subject to
any deferred issuance required by Section 4.3:


 


(a)                                  One-third (1/3) will be issued 60 days
(or as soon as practicable thereafter) after the last day of the Component 1
Performance Period,


 


 





















 


(b)                                 One-third (1/3) will be issued on the first
anniversary (or as soon as practicable thereafter) of the last day of the
Component 1 Performance Period, and


 


(c)                                  One-third (1/3) will be issued on the
second anniversary (or as soon as practicable thereafter) of the last day of
the Component 1 Performance Period.


 


III.                                 Earning, Vesting and
Issuance of Component 2 Performance Shares.


 


3.1                               Earning the Component 2 Performance Shares.  The performance period for determining
whether you will earn the second 50% of the Performance Shares (the “Component
2 Performance Shares”) shall run from June 1, 2008, through March 3,
2012 (the “Component 2 Performance Period”). 
After the end of the Component 2 Performance Period, the Committee will
determine the number (if any) of Component 2 Performance Shares you have
earned, based on based on (a) the level of achievement of the Performance
Goals for the Component 2 Performance Period, as set forth in the Performance
Goals Schedule attached to this Agreement; or (b) if applicable, a Change
in Control as provided in Section 4.4(e). 
The manner in which the number of earned Component 2 Performance
Shares (if any) will vest or become forfeited is described in Section 3.2;
and the times at which any vested Component 2 Performance Shares will be issued
to you are described in Section 3.3.


 


3.2                               Vesting of Component 2 Performance Shares.  Subject to the restrictions and forfeiture
provisions described in Section 4.2, any Component 2 Performance Shares
that are earned in accordance with Section 3.1 shall vest or become
forfeited as follows:


 


(a)                                  100% of the earned Component 2
Performance Shares will vest on the last day of the Component 2 Performance
Period, subject to your continued employment with the Company Group through
that date; or


 


(b)                                 If your employment with the Company Group
ends or a Change in Control occurs before the last day of the Component 2
Performance Period, the vested percentage (if any) of any Component 2
Performance Shares you may earn will be determined under Section 4.4; and
the balance will be forfeited.


 


3.3                               Issuance of  Component 2
Performance Shares.  Subject to the restrictions and
forfeiture provisions described in Section 4.2, and any earlier issuance
of Performance Shares under Section 4.4(e), any portion of the Component 2
Performance Shares that is earned in accordance with Section 3.1, and has
become vested in accordance with Section 3.2, shall be issued to you in
the form of Shares at the following times, subject to any deferred issuance
required by Section 4.3:


 


(a)                                  50% will be issued 60 days (or as soon as
practicable thereafter) after the last day of the Component 2 Performance
Period, and


 


(b)                                 50% will be issued on the first
anniversary (or as soon as practicable thereafter) of the last day of the
Component 2 Performance Period.


 


IV.                                General
Provisions Applicable to Performance Shares.


 


4.1                               Dividend Equivalents.  The dollar amount of any dividends or other
distributions (whether in cash or property other than equity securities of Best
Buy) that would have been paid on any Performance Shares you earn under this
Agreement (“Dividend Equivalents”), if the Performance Shares had been issued
at the beginning of either the Component 1 Performance Period or the Component
2 Performance Period, as applicable (collectively, the “Performance Periods”),
will be credited by Best Buy to a bookkeeping account in its records as of the
date when the number of earned and vested Performance Shares is finally
determined for each of 


 


 


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the Performance Periods; and from time to time
thereafter until those Performance Shares are issued to you or forfeited.  At each time when Best Buy issues Performance
Shares to you, Best Buy will pay you from that account an amount of cash equal
to all Dividend Equivalents that have been credited to the account with respect
to those Performance Shares during the period before those Performance Shares
are issued, without interest, less any applicable tax withholding amounts;
provided, however, that if any of the Performance Shares are forfeited as
described in Section 4.4 or Article V, then all rights to any
Dividend Equivalents that would have been paid on those forfeited Performance
Shares will also be forfeited.


 


4.2                               Restrictions.  In addition to the requirements for earning
and vesting of Performance Shares and Dividend Equivalents, your rights to
receive and retain any Performance Shares and Dividend Equivalents (whether or
not earned and otherwise vested) earned under this Agreement are subject to the
following restrictions:


 


(a)                                  all rights to Performance Shares and
Dividend Equivalents are subject to forfeiture as provided in Section 4.4
and Article V and the Plan; and


 


(b)                                 your rights to receive Performance Shares
that have not yet been issued (whether or not earned and vested), and any
related Dividend Equivalents, may not be sold, assigned, transferred or pledged
at any time before they are delivered. 
You may not transfer the rights to receive any unissued Performance
Shares, or any related Dividend Equivalents, other than by will or the laws of
descent and distribution, and any such attempted transfer will be void.


 


4.3                               Annual
Plan Limitation on Delivery of Performance Shares and Dividend Equivalents.  If (a) the Annual Plan Limitation (as
defined in the following paragraph) applies to you for a taxable year, and (b) the
value of any Performance Shares and any related Dividend Equivalents (as of the
day before the scheduled issuance date) otherwise deliverable to you under this
Agreement (including any amounts deferred under this paragraph) during that
taxable year, in combination with all other Performance Awards (if any) payable
to you in that taxable year, would exceed the Annual Plan Limitation, the
delivery of such excess amounts of Performance Shares and any related Dividend
Equivalents under this Agreement shall be deferred until the first business day
of your next taxable year in which any of the excess Performance Shares and
related Dividend Equivalents may be delivered to you without exceeding the
Annual Plan Limitation.


 


The dollar amount of the “Annual Plan Limitation,” and
any requirements for determining whether or not it will apply to you (as a
covered employee defined under Section 162(m) of the Code, or
otherwise) at a particular time, shall be determined as of August 15,
2010, by reference to either or both of the Plan provisions described in the
following subparagraphs (a) and (b), to the extent such provisions apply
to you:


 


(a)                                  if you have not been continuously
employed by the Company Group through August 15, 2010, the “Annual Plan
Limitation” shall mean the terms and conditions of Section 4(d)(ii) of
the Plan, as in effect on June 1, 2008; or


 


(b)                                 if you have been continuously employed by
the Company Group through August 15, 2010, the “Annual Plan Limitation” shall
mean the terms and conditions of Section 4(d)(ii) of the Plan (or any
successor provision), as in effect for this Award on August 15, 2010,
after any approval by the shareholders of Best Buy that may be required under
Code Section 162(m) if those terms and conditions are amended after June 1,
2008; provided, however, that if, as of August 15, 2010, any number of the
Performance Shares to be issued under this Agreement is both calculable and
substantially certain to be issued when due under this Agreement, the “Annual
Plan Limitation” shall mean, with respect to that number of Performance Shares
and any related Dividend Equivalents, the terms and conditions of Section 4(d)(ii) of
the Plan, as in effect on June 1, 2008.


 


 


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The determination of the “Annual Plan Limitation” as
of August 15, 2010, as provided in the preceding paragraph, is intended to
constitute a deferred initial election of payment terms for performance-based
compensation, as permitted under Code Section 409A.  For purposes of this Agreement, the Annual
Plan Limitation, to the extent it will apply to you under the Plan, is also
intended to qualify any Performance Shares and Dividend Equivalents that you
may earn under this Agreement as qualified performance-based compensation
defined under Code Section 162(m). 
The terms and conditions of this Agreement shall be interpreted in a
manner that carries out both of those intentions.


 


4.4                               Termination of Employment or Change in
Control.  Your employment with
the Company Group may be terminated by your employer at any time for any reason
(or no reason).  Upon any termination of
your employment with the Company Group, or upon any Change in Control, in
either case before or after the end of either or both of the Performance
Periods (each, an “Incomplete Performance Period”), your right to earn and
receive any Performance Shares and Dividend Equivalents for each Incomplete
Performance Period shall be measured and vested as follows or, to the extent
applicable, forfeited under this Section 4.4 or Article V:


 


(a)                                  Except as otherwise provided in
subsection (e) of this Section 4.4 (concerning a Change in Control),
if your employment with the Company Group ends for any reason  (other than your Qualified Retirement) on or
before the last day of the Component 1 Performance Period, your right to earn
any Performance Shares under this Agreement will be forfeited.


 


(b)                                 Except as otherwise provided in Article V
or any of subsections (d), (e) or (f) of this Section 4.4, if
your Qualified Retirement occurred during an Incomplete Performance Period, or
if your employment ended for any reason during the last 12 months of the
Component 2 Performance Period, the Performance Goals for earning Performance
Shares will continue to be measured during any remaining portion of each such
Incomplete Performance Period, and no Performance Shares relating to such
Incomplete Performance Period will be treated as earned or vested until such
date as the Committee determines in its sole discretion (i) whether and to
what extent you have earned any Performance Shares relating to the Incomplete
Performance Period because any of the applicable Performance Goals set forth in
the attached Performance Goals Schedule have been met to any extent, as set
forth in Sections 2.1 and 3.1; and (ii) whether and to what extent any
Performance Shares you have earned for the Incomplete Performance Period are
vested and payable in accordance with the following subsection (c).


 


(c)                                  Except as otherwise provided in Article V
or any of subsections (d), (e) or (f) of this Section 4.4, if
your Qualified Retirement occurred during an Incomplete Performance Period, or
if your employment ended for any reason during the last 12 months of the
Component 2 Performance Period, and if the Committee determines after the end
of the each Incomplete Performance Period that you have earned any Performance
Shares for the Incomplete Performance Period because the applicable Performance
Goals have been met to any extent for the Incomplete Performance Period, then
the number of Performance Shares that you have earned for the Incomplete
Performance Period will become vested on a prorated basis, as of the date of
your employment termination, in the ratio of (i) the number of Whole
Months you completed during the Incomplete Performance Period and before that
termination date to (ii) the total number of months originally scheduled
in the Incomplete Performance Period; any vested portion of the Performance
Shares you earned during the Incomplete Performance Period will be issued,
subject to any deferred issuance required by Section 4.3, as provided in Section 3.3;
any Dividend Equivalents related to those Performance Shares will be paid under
Section 4.1; and any Performance Shares that are not vested under this
subsection (c) will be forfeited.


 


 


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(d)                                 If, before or after the end of the
Performance Periods, your employment terminates for Cause (as defined in the
Addendum hereto) or for any reason at a time when you could have been
discharged for Cause by any member of the Company Group, your rights to earn
and receive any Performance Shares and Dividend Equivalents that have not yet
been delivered to you will be immediately and irrevocably forfeited.


 


(e)                                  Except as otherwise provided in Article V
or the preceding subsection (d), if a Change in Control occurs before the end
of either or both of the Performance Periods (each, an “Incomplete Performance
Period”), (i) 20% of the Performance Shares relating to each Incomplete
Performance Period will be treated as fully earned, without regard to
completion of the Incomplete Performance Period or any actual achievement of
the Performance Goals for the Incomplete Performance Period; (ii) if you
are employed by any member of the Company Group at the opening of business on
the date of the Change in Control, such earned 20% of such Performance Shares
will be 100% vested; (iii) if you are not then employed by the Company
Group, a percentage of the Component 2 Performance Shares that are included in
such earned 20% of the Performance Shares will be vested to the extent (if any)
provided in subsection (c) of this Section 4.4; and (iv) subject
to any deferred issuance required by Section 4.3, such earned and vested
Performance Shares will be issued to you within 60 days after such Change in
Control, and any Dividend Equivalents related to the earned and vested
Performance Shares issued under this subsection will then be paid under Section 4.1.


 


(f)                                    If a Change in Control occurs during an
Incomplete Performance Period, your rights to earn and receive any Performance
Shares and Dividend Equivalents relating to that Incomplete Performance Period
will be immediately and irrevocably forfeited, except to the extent (if any) that
you are eligible to receive a portion of your Performance Shares under the
preceding subsection (e).


 


(g)                                 Except as otherwise provided in Article V
or the preceding subsection (d), any Change in Control or termination of your
employment with the Company Group that occurs on or after the last day of a
Performance Period will not adversely affect your rights to any Performance
Shares that have been earned and are vested for that completed Performance
Period.


 


4.5                               No Shareholder Rights.  You will not have any of the rights of a
shareholder with respect to any Performance Shares that have not been issued to
you.


 


4.6                               Taxes.  You are liable for any federal and state
income or other taxes applicable upon the grant of the Performance Shares, the
earning, vesting or issuance of any Performance Shares and the payment of
Dividend Equivalents, and your subsequent disposition of any Performance
Shares; and you acknowledge that you should consult with your own tax advisor
regarding the applicable tax consequences of those events.  When any Performance Shares have become
earned and vested, but are not yet issuable under the other provisions of this
Agreement, Best Buy will withhold from those Performance Shares (and treat as
issued to you for tax purposes) a number of Performance Shares having a fair
market value equal to the amount of all applicable FICA, FUTA and income taxes
required by Best Buy to be withheld upon such event; and Best Buy shall pay to
you, subject to applicable tax withholding, any Dividend Equivalents related to
the withheld Performance Shares.  Upon
the issuance of any Performance Shares at a time after they have become vested,
Best Buy will withhold from any related Dividend Equivalents the amount of all
applicable income taxes required by Best Buy to be withheld upon such issuance
and, to the extent necessary, will withhold from those Performance Shares (and
treat as issued to you for tax purposes) a number of Performance Shares having
a fair market value equal to any amount of such income tax withholding that
exceeds the Dividend Equivalent amount then payable.


 


 


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V.                                    Restrictive Covenants and Forfeiture Remedy.  By accepting this Award, you agree to the
restrictions and agreements contained in Sections 5.2, 5.3 and 5.4 of this Article V
(the “Restrictive Covenants”), and also Section 5.6; and you agree that
the Restrictive Covenants and the forfeiture remedies described in Section 5.1
and 5.6 are reasonable and necessary to protect the legitimate interests of the
Company Group.


 


5.1                               Forfeiture for Violation of Restrictive
Covenants.  In consideration of the terms of this
Award and in recognition of the fact that you will receive Confidential
Information during your employment with the Company Group, you agree to be
bound by the following Restrictive Covenants and agree that if you violate any
provision of such Restrictive Covenants, then, notwithstanding any other
provision of this Agreement:


 


(a)                                  all unvested Performance Shares, together
with any vested Performance Shares that have not been issued and any
Performance Shares that were issued within one year before or within one year
after the date on which such violation occurred (the “Forfeited Shares”), all
unpaid or paid Dividend Equivalents relating to such Forfeited Shares, and all
dividends received or due on such Forfeited Shares, shall be forfeited and any
rights thereto shall become null and void; and


 


(b)                                 you shall pay to Best Buy, upon demand,
an amount equal to (i) the proceeds you have received from any sales of
Forfeited Shares, the payment of any related Dividend Equivalents, and any
dividends received on the sold Forfeited Shares; and (ii) if you still
hold all or any part of the Forfeited Shares at the time such demand is made by
Best Buy, the aggregate Fair Market Value of such Forfeited Shares as of the
date of issuance of such Forfeited Shares, any proceeds you have received from
any Dividend Equivalents related to such Forfeited Share, and any dividends you
have received on such Forfeited Shares.


 


You also agree that the
forfeiture and repayment provisions of this Section 5.1 may be used to
enforce the forfeiture and repayment provisions of Section 5.6.


 


5.2                               Confidentiality Restrictive Covenant.  In consideration of your
opportunity to earn Performance Shares, you acknowledge that the Company Group
operates in a competitive environment and that the Company Group has a
substantial interest in protecting its Confidential Information; and you agree,
during your employment with the Company Group and thereafter, to maintain the
confidentiality of the Company Group’s Confidential Information and to use such
Confidential Information for the exclusive benefit of the Company Group.


 


5.3                               Competitive Activity Restrictive Covenant.  During your employment with the Company Group
and for one year after the earlier of (i) the termination of your
employment for any reason whatsoever or (ii) the last issuance of
Performance Shares under the provisions of this Award, you shall not engage in
any Competitive Activity.  Because the
Company Group’s business competes on a global basis, your obligations hereunder
shall apply anywhere in the world.


 


5.4                               Non-Solicitation Restrictive Covenant.  During your employment with the Company Group
and for one year after the earlier of (i) the termination of your
employment for any reason whatsoever or (ii) the last issuance of
Performance Shares under the provisions of this Award, you shall not:


 


(a)                                  induce or attempt to induce any employee
of the Company Group to leave the employ of the Company Group, or in any way
interfere adversely with the relationship between any such employee and the
Company Group;


 


(b)                                 induce or attempt to induce any employee
of the Company Group to work for, render services to, provide advice to, or supply
Confidential Information of the Company Group to any third person, firm, or
corporation;


 


 


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(c)                                  employ, or otherwise pay for services
rendered by, any employee of the Company Group in any business enterprise with
which you may be associated, connected or affiliated;


 


(d)                                 induce or attempt to induce any customer,
supplier, licensee, licensor or other business relation of the Company Group to
cease doing business with the Company Group, or in any way interfere with the
then existing business relationship between any such customer, supplier,
licensee, licensor or other business relation and the Company Group; or


 


(e)                                  assist, solicit, or encourage any other
person, directly or indirectly, in carrying out any activity set forth above
that would be prohibited by any of the provisions of this Agreement if such
activity were carried out by you.  In
particular, you will not, directly or indirectly, induce any employee of the
Company Group to carry out any such activity.


 


5.5                               Committee Discretion.  You may be released from your Restrictive
Covenants under this Article V only if, and to the extent that, the
Committee (or its duly appointed agent) determines in its sole discretion that
such action is in the best interests of the Company Group.


 


5.6                               Impact
of Restatement of Financial Statements Upon Award.  If any of Best Buy’s financial statements are
required to be restated as a result of any errors, omissions or fraud in which
you were involved, the Committee may (in its sole discretion, but acting in
good faith) direct that all or a portion of the Award under this Agreement,
with respect to any fiscal year of Best Buy for which the financial results are
negatively affected by such restatement, shall be forfeited or recovered from
you.  The amount to be forfeited or
recovered from you shall be the amount by which the value of the Award under
this Agreement exceeded the amount that would have been payable to you had the
financial statements been initially filed as restated, or any greater or lesser
amount (including, but not limited to, the entire Award) that the Committee may
determine.  In no event shall the amount
to be forfeited or recovered by Best Buy be less than the amount required to be
forfeited or recovered as a matter of law. 
The Committee shall determine whether Best Buy shall effect any such
forfeiture or recovery (a) by seeking repayment from you pursuant to this Article V;
(b) by reducing (subject to applicable law and the terms and conditions of
the applicable plan, program or arrangement) the amount that would otherwise be
payable to you under this Agreement and any other compensatory plan, program or
arrangement maintained by the Company Group; (c) by withholding payment of
future increases in compensation (including the payment of any discretionary
bonus amount) or grants of compensatory awards that would otherwise have been
made to you in accordance with the otherwise applicable compensation practices
of the Company Group, or (d) by any combination of the foregoing.


 


5.7                               Right of Set-Off.  By accepting this Agreement, you consent to a
deduction from any amounts the Company Group owes you from time to time
(including amounts owed to you as wages or other compensation, fringe benefits
or vacation pay, as well as any other amounts owed to you by the Company
Group), to the extent of the amounts you owe the Company Group under this Article V.  Whether or not the Company Group elects to
make any set-off in whole or in part, if the Company Group does not recover by
means of set-off the full amount you owe, calculated as set forth above, you
agree to immediately pay the unpaid balance to Best Buy.


 


5.8                               Partial Invalidity.  In the event that any portion of this Article V
shall be determined by any court of competent jurisdiction to be unenforceable
in any respect, it shall be interpreted to extend over the maximum period of
time for which it reasonably may be enforced and to the maximum extent for
which it reasonably may be enforced in all other respects, and enforced as so
interpreted, all as determined by such court in such action.  You acknowledge the uncertainty of the law in
this respect and expressly stipulate that this Agreement is to be given the
construction that renders its provisions valid and enforceable to the maximum
extent (not exceeding its express terms) possible under applicable law.


 


 


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5.9                               Jurisdiction
and Venue.  You and Best Buy  agree that
state and federal courts located in the State of Minnesota shall have personal
jurisdiction over the parties to this Agreement, and that the sole venues to
adjudicate any dispute arising under this Agreement shall be the District
Courts of Hennepin County, State of Minnesota and the United States District
Court for the District of Minnesota; and each party waives any argument that
any other forum would be more convenient or proper.


 


5.10                        Costs of
Enforcement.  In addition to any
other remedy to which the Company Group is entitled, you agree that the Company
Group shall be entitled to recover from you any attorney’s fees, costs or
disbursements reasonably incurred by the Company Group to enforce any provision
of this Agreement or to otherwise defend itself from any claim brought against
the Company Group under any provision of this Agreement.


 


VI.                                General Terms and Conditions.  This Agreement does not guarantee your
continued employment or alter the right of any member of the Company Group to
terminate your employment at any time. 
This Award is granted pursuant to the Plan and is subject to its
terms.  In the event of any conflict
between the provisions of this Agreement and the Plan, the provisions of the
Plan will govern.  By your acceptance of
this Award, you acknowledge receipt of a copy of the Prospectus for the Plan
and your agreement to the terms and conditions of the Plan and this Agreement.


 


[signature page follows]


 


 


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[signature page of
Performance Share Award Agreement dated as of August 5, 2008]


 




	
   

  	
   

  	
  BEST BUY CO., INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  
	
  Accepted on this
         day of August, 2008.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Recipient
  Name]

  






 


 


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ADDENDUM
TO


PERFORMANCE
SHARE AWARD AGREEMENT


 


Capitalized
terms not defined in the body of this Agreement are defined in the Plan or, if
not defined therein, will have the following meanings:


 


“Affiliate” is
generally defined in the Plan, but will mean, solely for purposes of the
definitions of “Change in Control” and “Person” in this Addendum, a company
controlled directly or indirectly by Best Buy, where “control” will mean the
right, either directly or indirectly, to elect a majority of the directors or
other governing body thereof without the consent or acquiescence of any third
party.


 


“Beneficial
Owner” will have the meaning defined in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended, or any successor provision.


 


“Cause” for
termination of your employment with the Company Group shall, for purposes of
this Agreement, be deemed to exist if you:


 


(I)                                    are
convicted of or enter a plea of guilty or nolo contendere
to: (a) a felony, (b) a crime of moral turpitude, dishonesty, breach
of trust or unethical business conduct, or (c) any crime involving the
business of the Company Group;


 


(II)                                in
the performance of your duties for the Company Group or otherwise to the
detriment of the Company or its Affiliates, engage in: (a) dishonesty that
is harmful to the Company Group, monetarily or otherwise, (b) willful or
gross misconduct, (c) willful or gross neglect, (d) fraud, (e) misappropriation,
(f) embezzlement, or (g) theft;


 


(III)                            disobey
the directions of the Board acting within the scope of its authority;


 


(IV)                            fail
to comply with the policies and practices of the Company or its Affiliates;


 


(V)                                fail
to devote substantially all of your business time and effort to the Company
Group;


 


(VI)                            are
adjudicated in any civil suit, or acknowledge in writing in any agreement or
stipulation, to have committed any theft, embezzlement, fraud, or other
intentional act of dishonesty involving any other person;


 


(VII)                        are
determined, in the sole judgment of the Board or any individual or individuals
the Board authorizes to act on its behalf, to have engaged in a pattern of poor
performance;


 


(VIII)                    are
determined, in the sole judgment of the Board or any individual or individuals
the Board authorizes to act on its behalf, to have engaged in conduct that is
harmful to the Company Group, monetarily or otherwise;


 


(VIII)                    breach
any material provision of this Agreement or any other agreement between you and
any member of the Company Group; or


 


(IX)                           engage
in any activity intended to benefit any entity at the expense of the Company
Group or intended to benefit any competitor of the Company Group.


 


All determinations and other decisions relating to Cause (as defined
above) for termination of your employment shall be within the sole discretion
of the Board or any individual or individuals the Board authorizes to act on
its behalf; and shall be final, conclusive and binding upon you.  In the event that there exists Cause (as
defined above) for termination of your employment, the member of the Company
Group that employs you may terminate your employment and this Agreement
immediately, upon written 


 


 


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notification of such termination for Cause, given to you by the Board
or any individual or individuals the Board authorizes to act on its behalf.


 


A “Change in
Control” will be deemed to have occurred, solely for purposes of this
Agreement, if (a) the conditions set forth in any one of the following
paragraphs are satisfied after the Award Date; and (b) the conditions that
are satisfied do not constitute or involve a Going Private Transaction:


 


(I)                                    any
Person becomes the Beneficial Owner, directly or indirectly, of securities of
Best Buy representing more than 50% of the total fair market value or combined
voting power of Best Buy’s then outstanding stock excluding, at the time of
their original acquisition, from the calculation of securities beneficially
owned by such Person, any securities acquired directly from Best Buy or its
Affiliates or in connection with a transaction described in clause (a) of
paragraph III below; provided, however, that if any such Person already was the
Beneficial Owner of 30% or more of such stock, any increase in such ownership
will not be a Change in Control; or


 


(II)                                individuals
who at the Award Date constitute the Board and any new director (other than a
director whose initial assumption of office is in connection with an actual or
threatened election contest, including but not limited to a consent
solicitation, relating to the election of directors of Best Buy) whose
appointment or election by the Board or nomination for election by Best Buy’s
shareholders was approved or recommended by a vote of at least two-thirds (2/3)
of the directors then still in office who either were directors at the Award
Date or whose appointment, election or nomination for election was previously
so approved or recommended, cease for any reason to constitute a majority
thereof during any 12-month period; or


 


(III)                            there
is consummated a merger or consolidation of Best Buy or any Affiliate with any
other company, other than (a) a merger or consolidation that would result
in the voting stock of Best Buy outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting stock of the surviving entity or any parent thereof), in
combination with the ownership of any trustee or other fiduciary holding stock
under an employee benefit plan of Best Buy or any Affiliate, at least 50% of
the combined voting power of the voting stock of Best Buy or such surviving
entity or parent thereof outstanding immediately after such merger or
consolidation, or (b) a merger or consolidation effected to implement a
recapitalization of Best Buy (or similar transaction) in which no Person is or
becomes the Beneficial Owner, directly or indirectly of securities of Best Buy
representing 50% or more of the combined voting power of Best Buy’s then
outstanding stock; or


 


(IV)                            there
is consummated an agreement for the sale or disposition by Best Buy of all or
substantially all Best Buy’s assets, other than a sale or disposition by Best
Buy of all or substantially all of Best Buy’s assets to (a) an entity, at
least 50% of the total fair market value or combined voting power of the voting
securities of which are directly or indirectly owned by shareholders of Best
Buy in substantially the same proportions as their ownership of Best Buy stock
or voting stock immediately before such sale; (b) a Person who is the
Beneficial Owner, directly or indirectly, of securities of Best Buy
representing more than 50% of the total fair market value or combined voting
power of Best Buy’s then outstanding stock; or (c) any other Person or
entity that is treated as a related person under the Code Section 409A
regulations concerning a change in ownership of a corporation’s assets.


 


(V)                                Notwithstanding
the foregoing, a “Change in Control” will not be deemed to have occurred by
virtue of the consummation of any transaction or series of integrated
transactions immediately following which the record holders of the common stock
of Best Buy immediately before such transaction or series of transactions
continue to have substantially the same proportionate ownership in an entity
which owns all or 


 


 


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substantially all of the assets of Best Buy
immediately following such transaction or series of transactions.


 


(VI)                            This
definition of Change in Control shall be interpreted to be consistent with and
comply with the regulations issued under Code Section 409A.


 


“Company Group”
will mean, collectively, Best Buy and its Affiliates.


 


“Competitive
Activity” shall mean any activities that are competitive with the business
conducted by any member or members of the Company Group at or before the date
of the termination of your employment, all as described in Best Buy’s periodic
reports filed pursuant to the Securities Exchange Act of 1934 (e.g., Best Buy’s Annual Report on Form 10-K) or other
comparable publicly disseminated information available at the time of such
activity.


 


“Confidential
Information” will mean any and all information in whatever form, whether
written, electronically stored, orally transmitted or memorized pertaining
to:  trade secrets; customer lists,
records and other information regarding customers; price lists and pricing
policies, financial plans, records, ledgers and information; purchase orders,
agreements and related data; business development plans; products and
technologies; product tests; manufacturing costs; product or service pricing;
sales and marketing plans; research and development plans; personnel and
employment records, files, data and policies (regardless of whether the
information pertain to you or other employees of the Company Group); tax or
financial information; business and sales methods and operations; business
correspondence, memoranda and other records; inventions, improvements and
discoveries; processes and methods; and business operations and related data
formulae; computer records and related data; know-how, research and
development; trademark, technology, technical information, copyrighted
material; and any other confidential or proprietary data and information which
you encounter during employment, all of which are held, possessed and/or owned
by the Company Group and all of which are used in the operations and business
of the Company Group.  Confidential
Information does not include information which is or becomes generally known
within Best Buy’s industry through no act or omission by you; provided, however,
that the compilation, manipulation or other exploitation of generally known
information may constitute Confidential Information.


 


“Going Private
Transaction” shall mean a “Rule 13e-3 transaction,” as defined in Rule 13e-3(a)(3) under
the Securities Exchange Act of 1934, as amended, or any successor provision.


 


“Person” is
generally defined in the Plan, but solely for purposes of the definition of “Change
in Control” in this Addendum, will have the meaning defined in Sections 3(a)(9) and
13(d) of the Securities Exchange Act of 1934, as amended, except that such
term will not include (i) Best Buy or any of its Affiliates, (ii) a
trustee or other fiduciary holding securities under an employee benefit plan of
Best Buy or any of its Affiliates, (iii) an underwriter temporarily
holding securities pursuant to an offering of such securities, or (iv) a
corporation owned, directly or indirectly, by the shareholders of Best Buy in
substantially the same proportions as their ownership of stock of Best Buy.


 


“Qualified
Retirement” will mean any termination of your employment with the Company Group
on or after your 60th birthday, at a time when you could not have been
discharged for Cause by any member of the Company Group, so long as you have
served the Company Group continuously for at least the three-year period
immediately preceding that termination.


 


“Whole Month”
will mean a fiscal month in which you have been employed by one or more members
of the Company Group for at least 15 days.


 


 


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PERFORMANCE
GOALS SCHEDULE TO


PERFORMANCE
SHARE AWARD AGREEMENT


Dated: August 5,
2008


 


Performance Periods and Goals


 


The Performance Periods
for the Performance Award are as follows:


 




	
  Award Component

  	
   

  	
  Performance
  Period

  
	
  Component 1 Performance
  Shares

  	
   

  	
  June 1,
  2008 — February 26, 2011

  
	
  Component 2 Performance
  Shares

  	
   

  	
  June 1,
  2008 — March 3, 2012

  






 


The Performance Shares
will be earned based on the achievement of Performance Goals established for
the following metrics:


 


·                  Comparable Store Sales


·                  Profit Growth


·                  Revenue Growth


 


The metrics are defined below as part of this schedule.
 
Up to 50% of the total Performance Award opportunity may be earned based on achievement of the Performance Goals during the Component 1 Performance Period, and the other 50% of the total award opportunity may be earned based on achievement of the Performance Goals during the Component 2 Performance Period.  The Performance Shares that are earned, if any, will vest as described in Sections 2.2 and 3.2, respectively; will be issued as described in Sections 2.3 and 3.3, respectively; and are subject to restrictions and possible forfeiture under Sections 4.2 and 4.4 and Article V.  The amount of Performance Shares earned during each respective Performance Period will be determined by the Committee based on the application of the Incentive Formula below. The Performance Goals may be adjusted at the Committee’s discretion to account for the impact of material business combinations, external changes or other unanticipated business conditions; provided, however, that no such adjustment shall be made to the extent it would be considered an upward discretionary increase in the amount payable to the individual within the meaning of Section 162(m) of the Code.  No vesting will occur before the end of each respective Performance Period, except as specifically provided in the Agreement.
 


The amount of Performance
Shares earned with respect to each of the Performance Periods will be
determined based on application of the following Incentive Formula:


 





 


Note on Incentive Formula: Performance ranges and corresponding
scores shall be interpolated based on actual results.


 


 


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Performance Metric Definitions


 


Definitions of each
performance metric contained in the Incentive Formula are set forth below.  At the end of each Performance Period (or as
otherwise required under this Agreement) actual results with respect to each
performance metric will be measured and/or validated by the Company’s
accounting controllership function, and will be subject to formal approval by
the Committee. The Committee’s determination of actual results, based on
recommendations of the accounting controllership, shall be final, conclusive
and binding upon you.


 


Comparable Store Sales


 


	
  Component

  	
   

  	
  Description

  
	
  Definition

  	
   

  	
  The meaning of
  Comparable Store Sales is the average of the annual Company comparable store
  sales percentage for each of the years in the Performance Period. The
  comparable store sales percentage used for this calculation shall be the same
  as is used by the Company for external reporting purposes.

  
	
   

  	
   

  	
   

  
	
  Calculation

  	
   

  	
  Component 1 Comparable
  Store Sales Factor = (Company Comparable Store Sales Fiscal 2009* .2858)+
  (Company Comparable Store Sales Fiscal 2010* .3571)+ (Company Comparable
  Store Sales Fiscal 2011*.3571)

   

  Component 2 Comparable
  Store Sales Factor = (Company Comparable Store Sales Fiscal 2009* .2104)+
  (Company Comparable Store Sales Fiscal 2010* .2632)+ (Company Comparable Store
  Sales Fiscal 2011* .2632)+ (Company Comparable Store Sales Fiscal 2012*
  .2632)

  
	
   

  	
   

  	
   

  
	
  Rounding

  	
   

  	
  Comparable Store Sales
  Factor rounded to one tenth of a percentage point (e.g.,
  7.0 %)

  



 


Profit Growth


 


	
  Component

  	
   

  	
  Description

  
	
  Definition

  	
   

  	
  The meaning of Profit
  Growth is the compounded annual growth in Enterprise Profit over the defined
  base year. The Enterprise Profit number used for this calculation shall be
  calculated by taking Net Earnings plus Income Tax Expense plus Interest
  Expense minus Investment Income and Other. Net Earnings, Income Tax Expense,
  Interest Expense, and Investment Income and Other shall be the same as is
  used by the Company for external reporting purposes.

  
	
   

  	
   

  	
   

  
	
  Calculation

  	
   

  	
  Profit Growth = ((F/
  B)^(1/N))-1

   

  B = Profit dollars (Net
  Earnings plus Income Tax Expense plus Interest Expense minus Investment
  Income and Other) for base measurement period of Fiscal 2008 = $2,155M

   

  N = Number of years
  between F and B

   

  F = Profit (Net
  Earnings plus Income Tax Expense plus Interest Expense minus Investment
  Income and Other) for final measurement year of applicable award component 

  
	
   

  	
   

  	
  Award
  Component 1: Final measurement year = Fiscal 2011 

  
	
   

  	
   

  	
  Award
  Component 2: Final measurement year = Fiscal 2012

  
	
   

  	
   

  	
   

  
	
  Rounding

  	
   

  	
  Net Earnings plus
  Income Tax Expense plus Interest Expense minus Investment Income and Other
  rounded to nearest millions (e.g. $2,155M)

   

  Profit Growth rounded
  to one tenth of a percentage point (e.g., 40.0%)

  



 


 


A-5

















 


Revenue Growth


 


	
  Component

  	
   

  	
  Description

  
	
  Definition

  	
   

  	
  The meaning of Revenue
  Growth is the compounded annual growth in Company Revenue over the defined
  base year. The Company Revenue number used for this calculation shall be the
  same as is used by the Company for external reporting purposes.

  
	
   

  	
   

  	
   

  
	
  Calculation

  	
   

  	
  Revenue Growth = ((F/
  B)^(1/N))-1

   

  B = Company Revenue
  dollars for base measurement period of Fiscal 2008 = $40,023M

  N = Number of years
  between F and B

  F = Company Revenue
  dollars for final measurement year of applicable award component 

  
	
   

  	
   

  	
  Component
  1: Final measurement year = Fiscal 2011 

  
	
   

  	
   

  	
  Component
  2: Final measurement year = Fiscal 2012

  
	
   

  	
   

  	
   

  
	
  Rounding

  	
   

  	
  Company Revenue dollars
  rounded to nearest millions (e.g.,
  $40,023M)

  Revenue growth rounded
  to one tenth of a percentage point (e.g., 15.5%)

  



 


 


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