Exhibit No. 10.7
BEST BUY CO., INC.
LONG-TERM INCENTIVE PROGRAM AWARD AGREEMENT
Award Date: October 18, 2007
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 LONG-TERM
INCENTIVE PROGRAM AWARD AGREEMENT (THIS "AGREEMENT") AND THE BEST BUY CO., INC.
2004 OMNIBUS STOCK AND INCENTIVE PLAN, AS AMENDED (THE "PLAN").
CAPITALIZED
TERMS NOT DEFINED IN THE BODY OF THIS AGREEMENT ARE DEFINED IN THE ADDENDUM.
OPTION
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, WITHIN 12 MONTHS
FOLLOWING A CHANGE OF CONTROL, YOUR EMPLOYMENT IS TERMINATED WITHOUT CAUSE OR
YOU TERMINATE YOUR EMPLOYMENT FOR GOOD REASON.
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.
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 WILL
WITHHOLD FROM