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.
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 (THE
"RESTRICTED PERIOD") BEGINNING ON THE AWARD DATE AND ENDING ON THE THIRD
ANNIVERSARY OF THE AWARD DATE, SUBJECT TO THE PROVISIONS OF SECTION 3.3 BELOW.
THE RESTRICTIONS WILL LAPSE AND THE PERFORMANCE SHARES WILL BECOME TRANSFERABLE
AND NON-FORFEITABLE AS OF THE THIRD ANNIVERSARY OF THE AWARD DATE 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 THE PERFORMANCE
SHARES WILL BE IMMEDIATELY FORFEITED.
THE COMPENSATION AND HUMAN RESOURCES
COMMITTEE WILL DETERMINE IN ITS SOLE DISCRETION WHETHER THE VESTING CRITERIA ARE
MET.
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)
THE PERFORMANCE SHARES MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR
PLEDGED DURING THE RESTRICTED PERIOD.
YOU MAY NOT TRANSFER THE RIGHT TO RECEIVE
THE PERFORMANCE SHARES, OTHER THAN BY WILL OR THE LAWS OF DESCENT AND
DISTRIBUTION, AND ANY SUCH ATTEMPTED TRANSFER WILL BE VOID.
(C)
THE PERFORMANCE SHARES WILL BE ISSUED IN YOUR NAME, EITHER BY
BOOK-ENTRY REGISTRATION OR ISSUANCE OF A STOCK CERTIFICATE, AND THE CERTIFICATE
WILL BE HELD BY BEST BUY.
IF A CERTIFICATE IS ISSUED, THE CERTIFICATE MAY BEAR
AN APPROPRIATE LEGEND REFERRING TO THE RESTRICTIONS APPLICABLE TO THE
PERFORMANCE SHARES.
3.3
FORFEITURE/ACCELERATION.
IF YOUR EMPLOYMENT IS TERMINATED
BY REASON OF DEATH OR QUALIFIED RETIREMENT OR YOU BECOME DISABLED PRIOR TO THE
THIRD ANNIVERSARY OF THE AWARD DATE, THE RESTRICTIONS WILL LAPSE AND THE
PERFORMANCE SHARES WILL BECOME NON-FORFEITABLE AND TRANSFERABLE AS OF THE DATE
OF SUCH