Exhibit No. 10.7
BEST BUY CO., INC.
2007 LONG-TERM INCENTIVE PROGRAM AWARD AGREEMENT
Award Date: October 23, 2006
I.
THE AWARD.
AS OF THE AWARD DATE SET FORTH IN THE AWARD
NOTIFICATION ACCOMPANYING THIS AWARD, BEST BUY CO., INC. ("BEST BUY") GRANTS TO
YOU AN OPTION TO PURCHASE THE NUMBER OF SHARES OF BEST BUY COMMON STOCK SET
FORTH IN SUCH AWARD NOTIFICATION (THE "OPTION") AT THE OPTION PRICE PER SHARE
SET FORTH IN SUCH AWARD NOTIFICATION, AND/OR A MIX OF LONG-TERM INCENTIVE AWARD
ALTERNATIVES YOU HAVE SELECTED, INCLUDING (I) A NUMBER OF PERFORMANCE SHARES OF
BEST BUY COMMON STOCK (THE "PERFORMANCE SHARES"), (II) A NUMBER OF RESTRICTED
SHARES OF BEST BUY COMMON STOCK (THE "RESTRICTED SHARES"), AND/OR (III) A NUMBER
OF PERFORMANCE UNITS TO BE PAID IN CASH (THE "PERFORMANCE UNITS") AS SET FORTH
IN SUCH AWARD NOTIFICATION, ON THE TERMS AND CONDITIONS CONTAINED IN THIS 2007
LONG-TERM INCENTIVE PROGRAM AWARD AGREEMENT (THIS "AGREEMENT") AND THE BEST BUY
CO., INC. 2004 OMNIBUS STOCK AND INCENTIVE PLAN (THE "PLAN").
CAPITALIZED TERMS
NOT DEFINED IN THE BODY OF THIS AGREEMENT ARE DEFINED IN THE ADDENDUM.
II.
OPTION
2.1
DURATION AND EXERCISABILITY OF OPTION.
YOU MAY NOT
EXERCISE ANY PORTION OF THE OPTION PRIOR TO ONE YEAR FROM THE AWARD DATE, AND
THE OPTION EXPIRES 10 YEARS AFTER THE AWARD DATE (THE "EXPIRATION DATE").
YOU
MAY EXERCISE THE OPTION IN CUMULATIVE INSTALLMENTS OF 25% ON AND AFTER EACH OF
THE FIRST FOUR ANNIVERSARIES OF THE AWARD DATE.
THE ENTIRE OPTION WILL VEST
EARLIER AND BECOME EXERCISABLE UPON YOUR QUALIFIED RETIREMENT, DISABILITY OR
DEATH OR IF, WITHIN 12 MONTHS FOLLOWING A CHANGE OF CONTROL, YOUR EMPLOYMENT IS
TERMINATED WITHOUT CAUSE OR YOU TERMINATE YOUR EMPLOYMENT FOR GOOD REASON.
THE
OPTION MAY ONLY BE EXERCISED BY YOU DURING YOUR LIFETIME, AND MAY NOT BE
ASSIGNED OR TRANSFERRED OTHER THAN BY WILL OR THE LAWS OF DESCENT AND
DISTRIBUTION.
2.2
EXERCISE AND TAX WITHHOLDING.
THE OPTION MAY BE EXERCISED
IN WHOLE OR IN PART BY NOTICE TO BEST BUY (THROUGH THE PLAN ADMINISTRATOR OR
OTHER MEANS AS SHALL BE SPECIFIED BY BEST BUY FROM TIME-TO-TIME) STATING THE
NUMBER OF SHARES TO BE PURCHASED UNDER THE OPTION AND THE METHOD OF PAYMENT.
THE NOTICE MUST BE ACCOMPANIED BY PAYMENT IN FULL OF THE EXERCISE PRICE FOR ALL
SHARES DESIGNATED IN THE NOTICE.
PAYMENT OF THE EXERCISE PRICE MAY BE MADE BY
CASH, CHECK OR DELIVERY OF PREVIOUSLY OWNED SHARES OF STOCK HAVING A FAIR MARKET
VALUE (AS DEFINED IN THE PLAN) ON THE DATE OF EXERCISE EQUAL TO THE EXERCISE
PRICE, OR A COMBINATION THEREOF.
THE OPTION WILL NOT BE ELIGIBLE FOR TREATMENT
AS A QUALIFIED OR INCENTIVE STOCK OPTION FOR FEDERAL INCOME TAX PURPOSES.
YOU
ARE LIABLE FOR ANY FEDERAL AND STATE INCOME OR OTHER TAXES APPLICABLE UPON THE
GRANT OR EXERCISE OF THE OPTION OR THE DISPOSITION OF THE UNDERLYING SHARES, AND
YOU ACKNOWLEDGE THAT YOU SHOULD CONSULT WITH YOUR OWN TAX ADVISOR REGARDING THE
APPLICABLE TAX CONSEQUENCES.
UPON EXERCISE OF THE OPTION, BEST