Best Buy 2003 Annual Report Download - page 117

discretion, to cause the Company to withhold such payments until this matter is resolved to the Committee’s satisfaction.
9.6 Discharge of Obligations. The payment of benefits under the Plan to a Beneficiary shall fully and completely discharge all
Employers and the Committee from all further obligations under this Plan with respect to the Participant.
ARTICLE 10
Leave of Absence
10.1 Paid Leave of Absence. If a Participant is authorized by the Participant’s Employer for any reason to take a paid leave of
absence from the employment of the Employer, the Participant shall continue to be considered employed by the Employer and the
Annual Deferral Amount shall continue to be withheld during such paid leave of absence in accordance with Section 3.4.
10.2 Unpaid Leave of Absence. If a Participant is authorized by the Participant’s Employer for any reason to take an unpaid
leave of absence from the employment of the Employer, the Participant shall continue to be considered employed by the Employer
and the Participant shall be excused from making deferrals until the earlier of the date the leave of absence expires or the Participant
returns to a paid employment status. Upon such expiration or return, deferrals shall resume for the remaining portion of the Plan Year
in which the expiration or return occurs, based on the deferral election, if any, made for that Plan Year. If no election was made for
that Plan Year, no deferral shall be withheld.
ARTICLE 11
Termination, Amendment or Modification
11.1 Termination. Although the Company anticipates that it will continue the Plan for an indefinite period of time, there is no
guarantee that the Company will continue the Plan or will not terminate the Plan at any time in the future. Accordingly, the Company
reserves the right to discontinue its sponsorship of the Plan and/or to terminate the Plan at any time with respect to any or all of the
participating Employees and Directors, by action of its board of directors. Upon the termination of the Plan with respect to the
Employees and/or Directors of any Employer, the Election Form and Plan Agreements of the affected Participants who are employed
by that Employer, or in the service of that Employer as Directors, shall terminate, and such affected Participants (i) shall immediately
become one hundred percent (100%) vested in their Company Contribution Accounts and Company Matching Accounts as provided
in Section 3.8(d) above (subject to Section 3.8(e)), and (ii) shall have their Account Balances (determined as if they had experienced a
Termination of Employment on the date of Plan termination or, if Plan termination occurs after the date upon which a
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Participant was eligible to Retire, then with respect to that Participant as if he or she had Retired on the date of Plan termination) paid
to them as follows: Prior to a Change in Control, if the Plan is terminated with respect to all of the Employees and/or Directors of an
Employer, the Company shall have the right, in its sole discretion, and notwithstanding any elections made by the Participant, to pay
such benefits in a lump sum or pursuant to a Quarterly Installment Method of up to sixty (60) quarters, with amounts credited and
debited during the installment period as provided herein. If the Plan is terminated with respect to less than all of the Employees and/or
Directors of an Employer, the Company shall be required to pay such benefits in a lump sum. After a Change in Control, the
Company shall be required to pay such benefits in a lump sum. The termination of the Plan shall not adversely affect any benefits to
which a Participant or Beneficiary has become entitled under the Plan as of the date of termination; provided however, that the
Company shall have the right to accelerate installment payments without a premium or prepayment penalty by paying the Account
Balance in a lump sum or pursuant to a Quarterly Installment Method using fewer quarters (provided that the present value of all
payments that will have been received by a Participant at any given point of time under the different payment schedule shall equal or
exceed the present value of all payments that would have been received at that point in time under the original payment schedule).
11.2 Amendment. The Company may, at any time, amend or modify the Plan in whole or in part by the action of its board of
directors; provided, however, that: (i) no amendment or modification shall be effective to decrease or restrict the value of a
Participant’s Account Balance in existence at the time the amendment or modification is made, calculated as if the Participant had
experienced a Termination of Employment as of the effective date of the amendment or modification or, if the amendment or
modification occurs after the date upon which the Participant was eligible to Retire, the Participant had Retired as of the effective date
of the amendment or modification, and (ii) no amendment or modification of this Section 11.2 or Section 12.2 of the Plan shall be
effective. The amendment or modification of the Plan shall not adversely affect any benefits to which a Participant or Beneficiary has
become entitled under the Plan as of the date of the amendment or modification; provided, however, that the Company shall have the
right to accelerate installment payments by paying the Account Balance in a lump sum or pursuant to a Quarterly Installment Method
using fewer quarters (provided that the present value of all payments that will have been received by a Participant at any given point
of time under the different payment schedule shall equal or exceed the present value of all payments that would have been received at
that point in time under the original payment schedule).
11.3 Election Form and Plan Agreement. Despite the provisions of Sections 11.1 and 11.2 above, if a Participant’s Election
Form and Plan Agreement contains benefits or limitations that are not in this Plan document, the Company may only amend or
terminate such provisions with the consent of the Participant.