TERMINATION.
IF, PRIOR TO THE THIRD ANNIVERSARY OF THE AWARD DATE, YOUR
EMPLOYMENT IS TERMINATED WITHOUT CAUSE OR YOU TERMINATE YOUR EMPLOYMENT FOR GOOD
REASON WITHIN 12 MONTHS FOLLOWING A CHANGE IN CONTROL,
THE RESTRICTIONS WILL
LAPSE AND THE PERFORMANCE SHARES WILL BECOME NON-FORFEITABLE AND TRANSFERABLE AS
OF THE DATE OF SUCH TERMINATION.
IF YOUR EMPLOYMENT IS TERMINATED PRIOR TO THE
THIRD ANNIVERSARY OF THE AWARD DATE FOR ANY OTHER REASON, YOUR RIGHTS TO ALL OF
THE PERFORMANCE SHARES WILL BE IMMEDIATELY AND IRREVOCABLY FORFEITED.
3.4
RIGHTS.
UPON ISSUANCE OF THE PERFORMANCE SHARES, YOU
WILL, SUBJECT TO THE RESTRICTIONS OF THIS AGREEMENT AND THE PLAN, HAVE ALL OF
THE RIGHTS OF A SHAREHOLDER WITH RESPECT TO THE PERFORMANCE SHARES, UNLESS AND
UNTIL THE PERFORMANCE SHARES ARE FORFEITED, EXCEPT THAT YOU WILL NOT HAVE THE
RIGHT TO VOTE THE PERFORMANCE SHARES DURING THE RESTRICTED PERIOD.
ANY
DIVIDENDS OR OTHER DISTRIBUTIONS (WHETHER CASH, STOCK, OR OTHERWISE) PAID ON THE
PERFORMANCE SHARES DURING THE RESTRICTED PERIOD WILL BE HELD BY BEST BUY UNTIL
THE END OF THE RESTRICTED PERIOD, AT WHICH TIME BEST BUY WILL PAY YOU ALL SUCH
DIVIDENDS AND OTHER DISTRIBUTIONS, PLUS INTEREST COMPOUNDED QUARTERLY BASED ON
THE PRIME INTEREST RATE, ON ANY CASH DIVIDENDS OR DISTRIBUTIONS, LESS ANY
APPLICABLE TAX WITHHOLDING AMOUNTS.
IF THE PERFORMANCE SHARES ARE FORFEITED AS
DESCRIBED IN SECTION 3.3 OF THIS AGREEMENT, THEN ALL RIGHTS TO SUCH PAYMENTS
WILL ALSO BE FORFEITED.
3.5
INCOME TAXES.
YOU ARE LIABLE FOR ANY FEDERAL AND STATE
INCOME OR OTHER TAXES APPLICABLE UPON THE GRANT OF THE PERFORMANCE SHARES IF YOU
MAKE AN ELECTION UNDER SECTION 83(B) OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED, WITHIN 30 DAYS OF THE DATE OF GRANT, OR UPON THE LAPSE OF THE
RESTRICTIONS ON THE PERFORMANCE SHARES, AND THE SUBSEQUENT DISPOSITION OF THE
PERFORMANCE SHARES, AND YOU ACKNOWLEDGE THAT YOU SHOULD CONSULT WITH YOUR OWN
TAX ADVISOR REGARDING THE APPLICABLE TAX CONSEQUENCES.
UPON THE LAPSE OF THE
RESTRICTIONS ON THE PERFORMANCE SHARES, BEST BUY WILL WITHHOLD FROM THE
PERFORMANCE SHARES THE NUMBER OF PERFORMANCE SHARES HAVING A FAIR MARKET VALUE
EQUAL TO THE AMOUNT OF ALL APPLICABLE TAXES REQUIRED BY BEST BUY TO BE WITHHELD
UPON THE LAPSE OF THE RESTRICTIONS ON THE PERFORMANCE SHARES UNLESS, PRIOR TO
THE END OF THE RESTRICTED PERIOD, YOU NOTIFY BEST BUY OF 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.
IV.
CONFIDENTIALITY.
IN CONSIDERATION OF THE OPTION AND THE PERFORMANCE
SHARES, 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.
V.
TERMS AND CONDITIONS.
THIS AGREEMENT DOES NOT GUARANTEE YOUR