MONTHS FOLLOWING A CHANGE IN CONTROL, YOUR
EMPLOYMENT IS TERMINATED WITHOUT CAUSE OR YOU TERMINATE YOUR EMPLOYMENT FOR GOOD
REASON, 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 27, 2010 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
2007 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 violated Best Buy's Securities Trading policy (unless
authorized by state or federal law);
(v)
You have committed fraud, misappropriation,