Exhibit 10.1
BEST BUY CO., INC.
2006 LONG-TERM INCENTIVE PROGRAM AWARD AGREEMENT
Award Date:
November 8, 2005
I.
THE AWARD.
AS OF THE AWARD DATE SET FORTH IN THE AWARD NOTIFICATION
ACCOMPANYING THIS AWARD, BEST BUY CO., INC. ("BEST BUY") GRANTS TO YOU AN OPTION
TO PURCHASE THE NUMBER OF SHARES OF BEST BUY COMMON STOCK SET FORTH IN SUCH
AWARD NOTIFICATION (THE "OPTION") AT THE OPTION PRICE PER SHARE SET FORTH IN
SUCH AWARD NOTIFICATION, AND/OR A MIX OF LONG-TERM INCENTIVE AWARD ALTERNATIVES
YOU HAVE SELECTED, INCLUDING (I) A NUMBER OF PERFORMANCE SHARES OF BEST BUY
COMMON STOCK (THE "PERFORMANCE SHARES"), (II) A NUMBER OF RESTRICTED SHARES OF
BEST BUY COMMON STOCK (THE "RESTRICTED SHARES"), AND/OR (III) A NUMBER OF
PERFORMANCE UNITS TO BE PAID IN CASH (THE "PERFORMANCE UNITS") AS SET FORTH IN
SUCH AWARD NOTIFICATION, ON THE TERMS AND CONDITIONS CONTAINED IN THIS 2006
LONG-TERM INCENTIVE PROGRAM AWARD AGREEMENT (THIS "AGREEMENT") AND THE BEST BUY
CO., INC. 2004 OMNIBUS STOCK AND INCENTIVE PLAN (THE "PLAN").
CAPITALIZED TERMS
NOT DEFINED IN THE BODY OF THIS AGREEMENT ARE DEFINED IN THE ADDENDUM.
II.
OPTION
2.1
DURATION AND EXERCISABILITY OF OPTION.
YOU MAY NOT EXERCISE ANY PORTION
OF THE OPTION PRIOR TO ONE YEAR FROM THE AWARD DATE, AND THE OPTION EXPIRES 10
YEARS AFTER THE AWARD DATE (THE "EXPIRATION DATE").
YOU MAY EXERCISE THE OPTION
IN CUMULATIVE INSTALLMENTS OF 25% ON AND AFTER EACH OF THE FIRST FOUR
ANNIVERSARIES OF THE AWARD DATE.
THE ENTIRE OPTION WILL VEST EARLIER AND BECOME
EXERCISABLE UPON YOUR QUALIFIED RETIREMENT, DISABILITY OR DEATH OR IF YOUR
EMPLOYMENT IS TERMINATED WITHOUT CAUSE OR YOU TERMINATE YOUR EMPLOYMENT FOR GOOD
REASON WITHIN 12 MONTHS FOLLOWING A CHANGE OF CONTROL.
THE OPTION MAY ONLY BE
EXERCISED BY YOU DURING YOUR LIFETIME, AND MAY NOT BE ASSIGNED OR TRANSFERRED
OTHER THAN BY WILL OR THE LAWS OF DESCENT AND DISTRIBUTION.
2.2
EXERCISE AND TAX WITHHOLDING.
THE OPTION MAY BE EXERCISED IN WHOLE OR
IN PART BY NOTICE TO BEST BUY (THROUGH THE PLAN ADMINISTRATOR OR OTHER MEANS AS
SHALL BE SPECIFIED BY BEST BUY FROM TIME-TO-TIME) STATING THE NUMBER OF SHARES
TO BE PURCHASED UNDER THE OPTION AND THE METHOD OF PAYMENT.
THE NOTICE MUST BE
ACCOMPANIED BY PAYMENT IN FULL OF THE EXERCISE PRICE FOR ALL SHARES DESIGNATED
IN THE NOTICE.
PAYMENT OF THE EXERCISE PRICE MAY BE MADE BY CASH, CHECK OR
DELIVERY OF PREVIOUSLY OWNED SHARES OF STOCK HAVING A FAIR MARKET VALUE (AS
DEFINED IN THE PLAN) ON THE DATE OF EXERCISE EQUAL TO THE EXERCISE PRICE, OR A
COMBINATION THEREOF.
THE OPTION WILL NOT BE ELIGIBLE FOR TREATMENT AS A
QUALIFIED OR INCENTIVE STOCK OPTION FOR FEDERAL INCOME TAX PURPOSES.
YOU ARE
LIABLE FOR ANY FEDERAL AND STATE INCOME OR OTHER TAXES APPLICABLE UPON THE GRANT
OR EXERCISE OF THE OPTION OR THE DISPOSITION OF THE UNDERLYING SHARES, AND YOU
ACKNOWLEDGE THAT YOU SHOULD CONSULT WITH YOUR OWN TAX ADVISOR REGARDING THE
APPLICABLE TAX CONSEQUENCES.
UPON EXERCISE OF THE OPTION, BEST BUY