WILL
WITHHOLD FROM THE SHARES THAT WOULD OTHERWISE BE DELIVERED TO YOU A NUMBER OF
SHARES HAVING A FAIR MARKET VALUE EQUAL TO THE AMOUNT OF ALL APPLICABLE TAXES
REQUIRED BY BEST BUY TO BE WITHHELD OR COLLECTED UPON THE EXERCISE OF THE
OPTION, UNLESS YOUR NOTICE OF EXERCISE INDICATES YOUR DESIRE TO SATISFY SUCH
WITHHOLDING OBLIGATIONS THROUGH THE PAYMENT OF CASH OR THE DELIVERY OF
PREVIOUSLY ACQUIRED SHARES OF BEST BUY COMMON STOCK, AND SUCH CASH OR SHARES ARE
DELIVERED TO BEST BUY PROMPTLY THEREAFTER.
YOU HAVE NO RIGHTS IN THE SHARES
SUBJECT TO THE OPTION UNTIL SUCH SHARES ARE RECEIVED UPON EXERCISE OF THE
OPTION.
2.3
RETIREMENT, DISABILITY, DEATH OR TERMINATION.
UPON YOUR QUALIFIED
RETIREMENT, YOU WILL HAVE ONE YEAR FROM THE DATE OF YOUR RETIREMENT TO EXERCISE
THE OPTION.
IF YOU DIE WHILE EMPLOYED, THE REPRESENTATIVE OF YOUR ESTATE OR
YOUR HEIRS WILL HAVE ONE YEAR FROM THE DATE OF YOUR DEATH TO EXERCISE THE
OPTION.
IF YOU BECOME DISABLED, YOU WILL HAVE ONE YEAR FROM THE EFFECTIVE DATE
OF SUCH CLASSIFICATION TO EXERCISE THE OPTION.
IF YOUR EMPLOYMENT IS TERMINATED
BY BEST BUY OR AN AFFILIATE WITHOUT CAUSE OR IF YOU RESIGN OR OTHERWISE
VOLUNTARILY TERMINATE YOUR EMPLOYMENT WITH BEST BUY OR AN AFFILIATE, YOU WILL
HAVE 60 DAYS FROM THE DATE OF YOUR TERMINATION TO EXERCISE THE OPTION, TO THE
EXTENT THE OPTION HAD VESTED AS OF YOUR TERMINATION DATE.
IN NO CASE, HOWEVER,
MAY THE OPTION BE EXERCISED AFTER THE EXPIRATION DATE.
THE OPTION MAY NOT BE
EXERCISED FOLLOWING TERMINATION OF EMPLOYMENT FOR CAUSE.
III.
PERFORMANCE SHARES
3.1
RESTRICTED PERIOD.
THE PERFORMANCE SHARES ARE SUBJECT TO THE
RESTRICTIONS CONTAINED IN THIS AGREEMENT AND THE PLAN DURING THE PERIOD (FOR
PURPOSES OF THIS SECTION III, THE "RESTRICTED PERIOD") BEGINNING ON THE AWARD
DATE AND ENDING ON FEBRUARY 28, 2009, SUBJECT TO THE PROVISIONS OF SECTION 3.3
BELOW.
THE RESTRICTIONS WILL LAPSE AND THE
1
PERFORMANCE SHARES WILL BECOME TRANSFERABLE AND NON-FORFEITABLE AS OF
FEBRUARY 28, 2009 IF THE VESTING CRITERIA SET FORTH IN THE ATTACHED VESTING
CRITERIA SCHEDULE HAVE BEEN MET.
IF THE VESTING CRITERIA ARE NOT MET AS OF SUCH
DATE, YOUR RIGHTS TO SOME OR ALL OF THE PERFORMANCE SHARES, AS SET FORTH IN THE
VESTING CRITERIA SCHEDULE, WILL BE IMMEDIATELY FORFEITED.
THE COMMITTEE WILL
DETERMINE IN ITS SOLE DISCRETION WHETHER THE VESTING CRITERIA ARE MET, UPON
WHICH THE PERFORMANCE SHARES WILL BE ISSUED IN YOUR NAME NO LATER THAN 75 DAYS
AFTER THE END OF THE RESTRICTED PERIOD, EITHER BY BOOK-ENTRY REGISTRATION OR
ISSUANCE OF A STOCK CERTIFICATE.
IF THE PERFORMANCE SHARES ARE ISSUED PRIOR TO
THE END OF THE RESTRICTED PERIOD, THE STOCK CERTIFICATE WILL BE HELD BY BEST
BUY, AND MAY BEAR AN APPROPRIATE LEGEND REFERRING TO THE RESTRICTIONS APPLICABLE
TO THE PERFORMANCE SHARES.
3.2
RESTRICTIONS.
THE PERFORMANCE SHARES ARE SUBJECT TO THE FOLLOWING
RESTRICTIONS DURING THE RESTRICTED PERIOD:
(A)
THE PERFORMANCE SHARES ARE SUBJECT TO FORFEITURE TO BEST BUY AS
PROVIDED IN THIS AGREEMENT AND THE PLAN.
(B)