OR YOU TERMINATE YOUR EMPLOYMENT FOR GOOD
REASON WITHIN 12 MONTHS FOLLOWING A CHANGE IN CONTROL,
THE RESTRICTIONS WILL
LAPSE AND YOU SHALL BE ENTITLED TO RECEIVE A CASH PAYMENT OF THE PERFORMANCE
UNITS IN THE SAME AMOUNT AS IF THE PERFORMANCE GOALS HAD BEEN ACHIEVED SUCH THAT
100% OF THE VALUE OF THE PERFORMANCE UNITS HAD BEEN EARNED THROUGH THE DATE OF
TERMINATION, TO BE PAID AS SOON AS SOON AS PRACTICABLE, BUT IN ALL CASES WITHIN
75 DAYS AFTER THE DATE OF TERMINATION.
IF YOUR EMPLOYMENT IS TERMINATED PRIOR
TO FEBRUARY 28, 2009 FOR ANY OTHER REASON, YOUR RIGHTS TO ALL OF THE PERFORMANCE
UNITS, AND THE RIGHT TO RECEIVE THE CASH PAYMENT, WILL BE IMMEDIATELY AND
IRREVOCABLY FORFEITED.
5.5
INCOME TAXES.
BEST BUY SHALL HAVE THE RIGHT TO DEDUCT FROM ALL PAYMENTS
MADE UNDER THIS AGREEMENT ANY FEDERAL, STATE, OR LOCAL TAXES REQUIRED BY LAW TO
BE WITHHELD WITH RESPECT TO SUCH PAYMENTS.
VI.
CONFIDENTIALITY.
IN CONSIDERATION OF THE OPTION AND THE PERFORMANCE
SHARES, RESTRICTED SHARES AND/OR PERFORMANCE UNITS, YOU ACKNOWLEDGE THAT BEST
BUY OPERATES IN A COMPETITIVE ENVIRONMENT AND THAT BEST BUY HAS A SUBSTANTIAL
INTEREST IN PROTECTING ITS CONFIDENTIAL INFORMATION, AND YOU AGREE, DURING YOUR
EMPLOYMENT BY BEST BUY AND THEREAFTER, TO MAINTAIN THE CONFIDENTIALITY OF BEST
BUY'S CONFIDENTIAL INFORMATION AND TO USE SUCH CONFIDENTIAL INFORMATION FOR THE
EXCLUSIVE BENEFIT OF BEST BUY.
VII.
TERMS AND CONDITIONS.
THIS AGREEMENT DOES NOT GUARANTEE YOUR
CONTINUED EMPLOYMENT OR ALTER THE RIGHT OF BEST BUY OR ITS AFFILIATES TO
TERMINATE YOUR EMPLOYMENT AT ANY TIME.
THIS AWARD IS GRANTED PURSUANT TO THE
PLAN AND IS SUBJECT TO ITS TERMS.
IN THE EVENT OF ANY CONFLICT BETWEEN THE
PROVISIONS OF THIS AGREEMENT AND THE PLAN, THE PROVISIONS OF THE PLAN WILL
GOVERN.
BY YOUR ACCEPTANCE OF THIS AWARD, YOU ACKNOWLEDGE RECEIPT OF A COPY OF
THE PROSPECTUS FOR THE PLAN AND YOUR AGREEMENT TO THE TERMS AND CONDITIONS OF
THE PLAN AND THIS AGREEMENT.
BEST BUY CO., INC.
By:
4
ADDENDUM TO
2006 LONG-TERM INCENTIVE PROGRAM AWARD AGREEMENT
For the purposes hereof the terms used herein will have the following meanings:
"Affiliate" will mean a company controlled directly or indirectly by Best Buy,
where "control" will mean the right, either directly or indirectly, to elect a
majority of the directors thereof without the consent or acquiescence of any
third party.
"Beneficial Owner" will have the meaning defined in Rule 13d-3 promulgated under
the Securities Exchange Act of 1934, as amended.
"Cause" will mean:
(i)
You have breached your obligations of confidentiality to Best Buy
or any of its Affiliates;
(ii)
You commit an act, or omit to take action, in bad faith which
results in material detriment to Best Buy or any of its Affiliates;
(iii)
You have violated Best Buy's Conflict of Interest policy (unless
authorized by state or federal law);
(iv)
You have committed fraud, misappropriation, embezzlement or other
act of dishonesty, including theft or misuse of Best Buy property, equipment or
store merchandise or violation