Exhibit 10.1
BEST BUY CO., INC.
PERFORMANCE SHARE AWARD AGREEMENT
Award Date: August 5, 2008
I.
THE AWARD AND THE PLAN.
AS OF THE
AWARD DATE SET FORTH IN THE AWARD NOTIFICATION ACCOMPANYING THIS PERFORMANCE
AWARD, BEST BUY CO., INC. ("BEST BUY" OR THE "COMPANY") GRANTS TO YOU THE RIGHT
TO EARN THE NUMBER OF ITS SHARES SET FORTH IN SUCH AWARD NOTIFICATION (THE
"PERFORMANCE SHARES"), TO BE ISSUED TO YOU (A) IF YOU EARN SOME OR ALL OF THE
PERFORMANCE SHARES BY MEETING CERTAIN PERFORMANCE GOALS, (B) IF SOME OR ALL OF
THE PERFORMANCE SHARES YOU MAY EARN ALSO BECOME VESTED WHEN CERTAIN OTHER
CONDITIONS ARE SATISFIED, AND (C) AT THE SCHEDULED TIME OR TIMES FOR ISSUANCE OF
ANY EARNED AND VESTED PERFORMANCE SHARES, ALL PURSUANT TO THE TERMS AND
CONDITIONS CONTAINED IN THIS PERFORMANCE SHARE AWARD AGREEMENT (THIS
"AGREEMENT") AND THE BEST BUY CO., INC. 2004 OMNIBUS STOCK AND INCENTIVE PLAN,
AS AMENDED MAY 1, 2007 (THE "PLAN").
CAPITALIZED TERMS NOT DEFINED IN THE BODY
OF THIS AGREEMENT ARE DEFINED IN THE ATTACHED ADDENDUM OR IN THE PLAN.
EXCEPT
AS OTHERWISE STATED, ALL "SECTION" REFERENCES REFER TO SECTIONS OF THIS
AGREEMENT.
II.
EARNING, VESTING AND ISSUANCE OF
COMPONENT 1 PERFORMANCE SHARES.
2.1
EARNING THE COMPONENT 1 PERFORMANCE SHARES.
THE PERFORMANCE PERIOD FOR DETERMINING WHETHER YOU WILL EARN THE FIRST 50% OF
THE PERFORMANCE SHARES (THE "COMPONENT 1 PERFORMANCE SHARES") SHALL RUN FROM
JUNE 1, 2008, THROUGH FEBRUARY 26, 2011 (THE "COMPONENT 1 PERFORMANCE PERIOD").
AFTER THE END OF THE COMPONENT 1 PERFORMANCE PERIOD, THE COMMITTEE WILL
DETERMINE THE NUMBER (IF ANY) OF COMPONENT 1 PERFORMANCE SHARES YOU HAVE EARNED,
BASED ON (A) THE LEVEL OF ACHIEVEMENT OF THE PERFORMANCE GOALS FOR THE COMPONENT
1 PERFORMANCE PERIOD, AS SET FORTH IN THE PERFORMANCE GOALS SCHEDULE ATTACHED TO
THIS AGREEMENT; OR (B) IF APPLICABLE, A CHANGE IN CONTROL AS PROVIDED IN
SECTION 4.4(E).
THE MANNER IN WHICH THE NUMBER OF EARNED COMPONENT 1
PERFORMANCE SHARES (IF ANY) WILL VEST OR BECOME FORFEITED IS DESCRIBED IN
SECTION 2.2; AND THE TIMES AT WHICH ANY VESTED COMPONENT 1 PERFORMANCE SHARES
WILL BE ISSUED TO YOU ARE DESCRIBED IN SECTION 2.3.
2.2
VESTING OF COMPONENT 1 PERFORMANCE SHARES.
SUBJECT TO THE RESTRICTIONS AND FORFEITURE PROVISIONS DESCRIBED IN SECTION 4.2,
ANY COMPONENT 1 PERFORMANCE SHARES THAT ARE EARNED IN ACCORDANCE WITH
SECTION 2.1 SHALL VEST OR BECOME FORFEITED AS FOLLOWS:
(A)
100% OF THE EARNED COMPONENT 1 PERFORMANCE
SHARES WILL VEST ON THE LAST DAY OF THE COMPONENT 1 PERFORMANCE PERIOD, SUBJECT
TO YOUR CONTINUED EMPLOYMENT WITH THE COMPANY GROUP THROUGH THAT DATE;
(B)
IF YOUR EMPLOYMENT WITH THE COMPANY GROUP
ENDS BEFORE THE EARLIEST OF (I) THE DATE OF YOUR QUALIFIED RETIREMENT, (II) THE
LAST DAY OF THE COMPONENT 1 PERFORMANCE PERIOD, OR (III) THE DATE OF A CHANGE IN
CONTROL, YOUR RIGHT TO EARN ANY PERFORMANCE SHARES WILL BE FORFEITED PURSUANT TO
SECTION 4.4(A); OR
(C)
IF YOUR QUALIFIED RETIREMENT OR A CHANGE IN
CONTROL OCCURS BEFORE THE LAST DAY OF THE