THE RESTRICTED
SHARES WILL BECOME NON-FORFEITABLE AND TRANSFERABLE AS OF THE DATE OF SUCH
TERMINATION IN THE SAME AMOUNT AS IF THE PERFORMANCE GOALS HAD BEEN ACHIEVED
SUCH THAT 100% OF THE RESTRICTED SHARES HAD BEEN EARNED THROUGH THE DATE OF
TERMINATION.
IF YOUR EMPLOYMENT IS TERMINATED PRIOR TO FEBRUARY 26, 2011 FOR
ANY OTHER REASON, YOUR RIGHTS TO ALL OF THE RESTRICTED SHARES WILL BE
IMMEDIATELY AND IRREVOCABLY FORFEITED.
RIGHTS.
UNTIL ISSUANCE OF THE RESTRICTED SHARES, YOU WILL NOT HAVE ANY RIGHTS
OF A SHAREHOLDER WITH RESPECT TO THE RESTRICTED SHARES.
UPON ISSUANCE OF THE
RESTRICTED 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 RESTRICTED
SHARES, UNLESS AND UNTIL THE RESTRICTED SHARES ARE FORFEITED, EXCEPT THAT YOU
WILL NOT HAVE THE RIGHT TO VOTE THE RESTRICTED SHARES DURING THE RESTRICTED
PERIOD.
ANY DIVIDENDS OR OTHER DISTRIBUTIONS (WHETHER CASH, STOCK, OR
OTHERWISE) PAID ON THE RESTRICTED 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 LESS ANY APPLICABLE TAX
WITHHOLDING AMOUNTS.
IF THE RESTRICTED SHARES ARE FORFEITED AS DESCRIBED IN
SECTION 4.3 OF THIS AGREEMENT, THEN ALL RIGHTS TO SUCH PAYMENTS WILL ALSO BE
FORFEITED.
INCOME TAXES.
YOU ARE LIABLE FOR ANY FEDERAL AND STATE INCOME OR OTHER TAXES
APPLICABLE UPON THE GRANT OF THE RESTRICTED 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 RESTRICTED
SHARES, AND THE SUBSEQUENT DISPOSITION OF THE RESTRICTED 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
RESTRICTED SHARES, BEST BUY WILL WITHHOLD FROM THE RESTRICTED SHARES THE NUMBER
OF RESTRICTED 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 RESTRICTED SHARES.
PERFORMANCE UNITS
RESTRICTED PERIOD.
THE PERFORMANCE UNITS ARE SUBJECT TO THE RESTRICTIONS
CONTAINED IN THIS AGREEMENT AND THE PLAN DURING THE PERIOD (FOR PURPOSES OF THIS
SECTION V, THE "RESTRICTED PERIOD") BEGINNING ON THE AWARD DATE AND ENDING ON
FEBRUARY 26, 2011, SUBJECT TO THE PROVISIONS OF SECTION 5.4 BELOW.
THE
RESTRICTIONS WILL LAPSE AND THE PERFORMANCE UNITS WILL BECOME NON-FORFEITABLE AS
OF FEBRUARY 26, 2011 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 CASH VALUE OF THE
PERFORMANCE UNITS, 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.
PAYMENT.
SUBJECT TO THE PROVISIONS OF