Vendor
Program Agreement

       

    

    DEFINITIONS
& EXPLANATIONS:

    
      1.      “Net
Purchases” is total Receipts less Returns less Price Protections.

      2.      “Cumulative
Accounting Method” means that agreed deductions, credits, allowances, rebates or
other programs and deals giving Best Buy the right to DFI, offset, etc. shall be
calculated on a cumulative basis relative to the total invoice amount – before
such other deductions, credits, allowances, rebates or other programs and deals
are applied (e.g., invoice is $100, with agreed 2% DFI and a 3% volume rebate,
amount payable will be $95.00.  BBY calculates off of the $100). All
programs and deals are calculated using the cumulative method off of the
manufacturer’s cost.

      3.      “Chargeback
Accrual” (applies to all chargeback accruals except Freight Allowance: see
Freight Allowance definition below) means the % or $ is charged back to the
vendor based on the period’s net purchases.  Applies to all purchase
order receipts between the effective date and close date of the Vendor Program
Agreement.  “Auto Credit” means the % or $ can be charged back to the
vendor without proof of performance.

      4.      “Deduct
the Invoice” (DFI) means the % or $ allowance automatically reduces per unit
cost on invoice.  Applies to all purchase orders placed between the
effective date and close date of the Vendor Program Agreement.

      5.      “Defective
Return Programs”

      a.      “Defective
Allowance” means the agreed DFI or chargeback accrual percentage of net
purchases in lieu of Best Buy’s right to return Defective Products.

      b.      “Open
Return Authorization” (RA) a unique authorization number assigned to a return
issued by Best Buy as a pre-approved authorization from the vendor to return
defective product.  BBY will provide an electronic listing (including
RA, SKU, model, quantity and preliminary pricing) of all products being returned
under each Open RA.

      c.      “Return
to Vendor for Credit” defective product flagged as to be physically returned to
vendor for credit.  Vendors must provide Return Authorization number
within 2 business days of the request. Vendor will provide at least ninety (90)
days advance written notice of the occurrence of a Discontinued
Product.

      d.      “Vendor
Pays Freight for Defective Returns” means the vendor is responsible for the
shipping cost of the defective product via their preferred carrier from Best
Buy’s Product Return Center to the vendor’s return facility.

      e.      “Destroy
Authorization for Credit” A unique authorization number assigned to a return
issued by Best Buy as a pre-approved authorization from the vendor to destroy
the defective product. BBY will provide an electronic listing (including Destroy
Authorization number, SKU, model , quantity & preliminary pricing) of all
products destroyed under each Destroy Authorization. If due to environmental
concerns BBY needs to send the product to a recycler, BBY will charge a fee of
$.10 per lb for electronic items and $.15 per lb for items with
screens.

      6.      “Demo/Display
Allowance” Agreed percentage or dollars off of last gross unit cost per
demo/display unit in stores at SKU’s end of life. Allowance is colleted via MDF
Authorization Form.

      7.      “Freight
Allowance”

      a.      “Chargeback
Accrual” means the % or $ is charged back to the vendor based on the period’s
gross receipts.  Applies to gross purchase order receipts between the
effective date and close date of the Vendor Program Agreement.

      b.      “Deduct
from Invoice” (DFI) means the % or $ allowance automatically reduces per unit
cost on invoice. Applies to gross purchase order receipts between effective and
date and close date of Vendor Program Agreement.

      c.      Freight
Terms: If Domestic Freight Collect, Fuel Surcharge applies as further described
in the Collaborative Transportation Management Agreement.

      8.      “Item
Maintenance Allowance” Percentage of net purchases that is charged back to the
vendor to offset the expenses associated with assortment & retail execution
(i.e. reset labor, signage, shelf wear & tear, general
maintenance).

      9.      “Price
Protection” means the credit to be issued to Best Buy by Vendor in connection
with a price decrease for the products.  The credit is intended to
compensate Best Buy for the difference between the new, lower price and the
price paid or payable by Best Buy for 100% on-hand and on-order inventory of the
affected products. Price Protection is taken based on Gross Invoice
Cost.

      10.    “Seasonal
Dating” means that for purchase orders with delivery dates to Best Buy during
the specified period, Best Buy shall be granted an additional number of days or
discount, as agreed, to pay the corresponding invoice under open account payment
terms. All seasonal dating terms are calculated off of the Gross Invoice
Amount.  Best Buy will systematically apply the Seasonal Terms over
invoice terms in the event of a terms discrepancy.

      11.    “Store
Opening Allowance (NSO/Remodel/Relocate)” refers to the amount per store to be
funded by Vendor in support of Best Buy’s new store, remodels or relocations.
Best Buy processes the invoice once the final store’s grand opening for the
month has occurred and Best Buy deducts these allowances from Vendor’s
account.

      12.    “Volume
Rebate” flat or tiered percentage of net purchases based on purchase volume
incentives. Funding is retro back to first dollar, unless otherwise
specified.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    

    Vendor
Program Agreement Addendum

    Additional
Comments

    


    The
information contained within this document is in addition to the standard signed
Vendor Program Agreement for the below Vendor and Class.  Attach as
addendum to final Vendor Program Agreement.

    


    Dept:
11

    Class:
307

    Supplier
Name:  Garmin

    Supplier
Number: [Redacted]*

    Fiscal
Year:   2010

    Create
Date: 3/12/2009

    Effective
Date: 3/12/2009

    Close
Date: 2/27/2010

    


    Additional
Comments:

     

    Garmin
guarantees a minimum of [Redacted]*  blended margin
rate.  This guarantee excludes: special events (including, but not
limited to Black Friday), clearance pricing, price matching, and non-MAP
product.

    


    For
non-MAP devices Garmin will make a reasonable effort to continue to keep Best
Buy at a margin rate of [Redacted]*.

    


    In all
instances Best Buy sets its retail price in its sole and absolute
discretion.  The above Minimum Margin guarantee is not to be deemed an
agreement to adhere to Garmin’s MAP policy or an agreement on retail
pricing.

    


    
      
        

      

    

    *  This
information has been redacted and omitted pursuant to a request for confidential
treatment, and the information has been filed with the Securities and Exchange
Commission separately.

    


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Signatures

                                      	 
      	 
      	 
      	 
      	 
      
	 	 	 	 	 
	
                                        Vendor Approval

                                      	 
      	
                                        Merchandising Director
    Approval

                                      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                                        Garmin International

                                      	 
      	 
      	
                                        /s/ Robert Cummins 

                                      	 
      	
                                        3/30/09 

                                      
	 
      	
                                        (Name
      of Vendor or  

                                        Authorized
      Agent)  

                                      	 
      	 
      	
                                        Signature

                                      	 
      	
                                        Date

                                      
	 
      	
                                        /s/ Dan Bartel 

                                      	
                                        3/30/09

                                      	 
      	 
      	 
      	 
      
	 
      	
                                        Signature

                                      	
                                        Date

                                      	
                                           Name  

                                      	
                                        Robert Cummins

                                      	 
      	 
      
	
                                        Name 

                                      	
                                        Dan Bartel

                                      	 
      	
                                        Title  

                                      	
                                         Merchant Director – 

                                        Mobile Electronics

                                      	 
      	 
      
	
                                        Title  

                                      	
                                        VP, Sales

                                      	 
      	
                                        Phone  

                                      	
                                        612.291.7936

                                      	 
      	 
      
	
                                        Phone  

                                      	
                                         913-440-1329

                                      	 
      	
                                        Fax  

                                      	 
      	 
      	 
      
	
                                        Fax  

                                      	 
      	 
      	
                                        Email  

                                      	
                                        Robert.cummins@bestbuy.com

                                      	 
      	 
      
	
                                        Email  

                                      	
                                        dan.bartel@garmin.com

                                      	 
      	 
      	
                                        Josh Will

                                      	 
      	 
      
	 
      	 
      	 
      	 
      	
                                        Merchant
      Vice-President

                                        Name

                                      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                                        /s/ Josh Will

                                      	 
      	 
      
	 
      	 
      	 
      	 
      	
                                        Signature