GRANT, OR UPON THE LAPSE OF THE
RESTRICTIONS ON THE PERFORMANCE SHARES, AND THE SUBSEQUENT DISPOSITION OF THE
PERFORMANCE SHARES, AND YOU ACKNOWLEDGE THAT YOU SHOULD CONSULT WITH YOUR OWN
TAX ADVISOR REGARDING THE APPLICABLE TAX CONSEQUENCES.
UPON THE LAPSE OF THE
RESTRICTIONS ON THE PERFORMANCE SHARES, BEST BUY WILL WITHHOLD FROM THE
PERFORMANCE SHARES THE NUMBER OF PERFORMANCE SHARES HAVING A FAIR MARKET VALUE
EQUAL TO THE AMOUNT OF ALL APPLICABLE TAXES REQUIRED BY BEST BUY TO BE WITHHELD
UPON THE LAPSE OF THE RESTRICTIONS ON THE PERFORMANCE SHARES UNLESS, PRIOR TO
THE END OF THE RESTRICTED PERIOD, YOU NOTIFY BEST BUY OF 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.
IV.
RESTRICTED STOCK
4.1
RESTRICTED PERIOD.
THE RESTRICTED SHARES ARE SUBJECT TO
THE RESTRICTIONS CONTAINED IN THIS AGREEMENT AND THE PLAN DURING THE PERIOD (FOR
PURPOSES OF THIS SECTION IV, THE "RESTRICTED PERIOD") BEGINNING ON THE AWARD
DATE AND ENDING ON FEBRUARY 27, 2010, SUBJECT TO THE PROVISIONS OF SECTION 4.3
BELOW.
THE RESTRICTIONS WILL LAPSE AND THE RESTRICTED SHARES WILL BECOME
TRANSFERABLE AND NON-FORFEITABLE AS OF FEBRUARY 27, 2010 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
RESTRICTED 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 RESTRICTED 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 RESTRICTED SHARES ARE ISSUED PRIOR TO THE END OF THE RESTRICTED PERIOD,
THE STOCK CERTIFICATE WILL BE HELD BY BEST BUY, AND MAY BEAR A LEGEND REFERRING
TO THE RESTRICTIONS APPLICABLE TO THE RESTRICTED SHARES.
4.2
RESTRICTIONS.
THE RESTRICTED SHARES ARE SUBJECT TO THE
FOLLOWING RESTRICTIONS DURING THE RESTRICTED PERIOD:
(A)
THE RESTRICTED SHARES ARE SUBJECT TO FORFEITURE TO
BEST BUY AS PROVIDED IN THIS AGREEMENT AND THE PLAN.
2
(B)
THE RESTRICTED SHARES MAY NOT BE SOLD, ASSIGNED,
TRANSFERRED OR PLEDGED DURING THE RESTRICTED PERIOD.
YOU MAY NOT TRANSFER THE
RIGHT TO RECEIVE THE RESTRICTED SHARES, OTHER THAN BY WILL OR THE LAWS OF
DESCENT AND DISTRIBUTION, AND ANY SUCH ATTEMPTED TRANSFER WILL BE VOID.
4.3
FORFEITURE/ACCELERATION.
UPON YOUR QUALIFIED RETIREMENT
PRIOR TO FEBRUARY 27, 2010, THE RESTRICTED PERIOD WILL CONTINUE AND THE
RESTRICTED SHARES WILL NOT BE ISSUED UNTIL SUCH DATE AS THE COMMITTEE DETERMINES
IN ITS SOLE DISCRETION WHETHER AND TO WHAT EXTENT THE VESTING CRITERIA SET FORTH
IN THE VESTING CRITERIA SCHEDULE HAVE BEEN MET, AS SET FORTH IN SECTION 4.1
ABOVE.
IF YOUR EMPLOYMENT IS TERMINATED BY REASON OF DEATH OR YOU BECOME
DISABLED PRIOR TO FEBRUARY