Best Buy 2003 Annual Report Download - page 112

3.5 Company Contribution Amount. For each Plan Year, the Company, in its sole discretion, may, but is not required to,
credit any amount it desires to any Participant’s Company Contribution Account under this Plan, which amount shall be for that
Participant the Company Contribution Amount for that Plan Year. The amount so credited to a Participant may be smaller or larger
than the amount credited to any other Participant, and the amount credited to any Participant for a Plan Year may be zero, even though
one or more other Participants receive a Company Contribution Amount for that Plan Year. The Company Contribution Amount, if
any, shall be credited as of the date(s) selected by the Company.
3.6 Company Matching Amount. For each Plan Year, the Company, in its sole discretion, may, but is not required to, credit to
each Participant’s Company Matching Account a Company Matching Amount for any Plan Year equal to a percentage of all or a
portion of the Participant’s Annual Deferral Amount for such Plan Year. Such Company Matching Amount may, but need not be,
coordinated with any matching contribution made to the 401(k) Plan on the Participant’s behalf for the plan year of the 401(k) Plan
that corresponds to the Plan Year. The Company Matching Amount, if any, shall be credited as of the date(s) selected by the
Company, which may, but need not be, the same date(s) that matching contributions are credited under the 401(k) Plan.
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3.7 Investment of Trust Assets. The trustees of the Trust shall be authorized, upon written instructions received from the
Committee or investment manager appointed by the Committee, to invest and reinvest the assets of the Trust in accordance with the
applicable trust agreements, including the disposition of Company stock and reinvestment of the proceeds in one or more investment
vehicles designated by the Committee.
3.8 Vesting.
(a) A Participant shall at all times be one hundred percent (100%) vested in his or her Deferral Account.
(b) A Participant shall be vested in his or her Company Contribution Account, if any, and any earnings credited thereon pursuant
to Section 3.9 below, in accordance with the vesting schedule established by the Company in its sole discretion.
(c) A Participant shall be vested in his or her Company Matching Account, and any earnings credited thereon pursuant to
Section 3.9 below, as follows: (i) with respect to all benefits under this Plan other than the Termination Benefit, a Participant’s vested
Company Matching Account shall equal one hundred percent (100%) of such Participant’s Company Matching Account; and (ii) with
respect to the Termination Benefit, a Participant’s Company Matching Account shall vest on the basis of the Participant’s Years of
Service at the time the Participant experiences a Termination of Employment, in accordance with the following schedule:
Years of Service at Date of
Termination of Employment Vested Percentage of Company Matching Account
Less than 2 years 0%
2 years or more, but less than 3 20%
3 years or more, but less than 4 40%
4 years or more, but less than 5 60%
5 years or more 100%
(d) Notwithstanding anything to the contrary contained in this Section 3.8, in the event of either (i) a Change in Control, or (ii) a
termination of the Plan as described in Section 11.1 below, a Participant’s Company Contribution Account and Company Matching
Account shall immediately become one hundred percent (100%) vested (if it is not already vested in accordance with the above
vesting schedules).
(e) Notwithstanding subsection (d), the vesting schedule for a Participant’s Company Contribution Account and Company
Matching Account shall not be accelerated upon a Change in Control to the extent that the Committee determines that such
acceleration would cause the deduction limitations of Section 280G of the Code to
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become effective. In the event that all of a Participant’s Company Contribution Account and/or Company Matching Account is not
vested pursuant to such a determination, the Participant may request independent verification of the Committee’s calculations with
respect to the application of Section 280G. In such case, the Committee must provide to the Participant within fifteen (15) business
days of such a request an opinion from a nationally recognized accounting firm selected by the Participant (the “Accounting Firm”).
The opinion shall state the Accounting Firm’s opinion that any limitation in the vested percentage hereunder is necessary to avoid the
limits of Code Section 280G and contain supporting calculations. The cost of such opinion shall be paid for by the Company.