BUY WILL
WITHHOLD FROM THE SHARES THAT WOULD OTHERWISE BE DELIVERED TO YOU A NUMBER OF
SHARES HAVING A FAIR MARKET VALUE EQUAL TO THE AMOUNT OF ALL APPLICABLE TAXES
REQUIRED BY BEST BUY TO BE WITHHELD OR COLLECTED UPON THE EXERCISE OF 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.
YOU HAVE NO RIGHTS IN THE SHARES
SUBJECT TO THE OPTION UNTIL SUCH SHARES ARE RECEIVED UPON EXERCISE OF THE
OPTION.
2.3
RETIREMENT, DISABILITY, DEATH OR TERMINATION.
UPON YOUR
QUALIFIED RETIREMENT, YOU WILL HAVE ONE YEAR FROM THE EFFECTIVE 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 (FOR
PURPOSES OF THIS SECTION III, THE "RESTRICTED PERIOD") BEGINNING ON THE AWARD
DATE AND ENDING ON FEBRUARY 27, 2010, 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 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
PERFORMANCE 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 PERFORMANCE 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 PERFORMANCE SHARES ARE
ISSUED PRIOR TO THE END OF THE RESTRICTED PERIOD, THE STOCK CERTIFICATE WILL BE
HELD BY BEST BUY, AND MAY BEAR AN APPROPRIATE LEGEND REFERRING TO THE
RESTRICTIONS APPLICABLE TO THE PERFORMANCE SHARES.
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.