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4DEC200710022363
BEST BUY CO., INC.
7601 Penn Avenue South
Richfield, Minnesota 55423
NOTICE OF 2009 REGULAR MEETING OF SHAREHOLDERS
Time: 9:30 a.m., Central Time, on Wednesday, June 24, 2009
Place: Best Buy Corporate Campus — Theater
7601 Penn Avenue South
Richfield, Minnesota 55423
Items of 1. To elect seven Class 2 directors to serve on our Board of Directors for a term of two years
Business: and to ratify the appointment of one Class 1 director.
2. To ratify the appointment of Deloitte & Touche LLP as our independent registered public
accounting firm for the fiscal year ending February 27, 2010.
3. To approve amendments to our 2004 Omnibus Stock and Incentive Plan, as amended.
4. To approve an amendment to Article IX of our Amended and Restated Articles of
Incorporation (‘‘Articles’’) to change the approval required for certain business combinations.
5. To approve an amendment to Article IX of our Articles to decrease the shareholder approval
required to amend Article IX.
6. To approve an amendment to Article IX of our Articles to decrease the shareholder approval
required to remove directors without cause.
7. To approve an amendment to Article IX of our Articles to decrease the shareholder approval
required to amend the classified board provisions in our Amended and Restated By-Laws.
8. To approve an amendment to Article X of our Articles to decrease the shareholder approval
required for certain repurchases of stock from substantial shareholders and make other
related changes.
9. To approve an amendment to Article X of our Articles to decrease the shareholder approval
required to amend Article X.
10. To transact such other business as may properly come before the meeting.
Record Date: You may vote if you were a shareholder of record of Best Buy Co., Inc. as of the close of business
on Monday, April 27, 2009.
Proxy Voting: Your vote is important. You may vote via proxy:
1. By visiting www.proxyvote.com on the Internet;
2. By calling (within the U.S. or Canada) toll-free at 1-800-690-6903; or
3. By signing and returning the enclosed proxy card.

Table of contents

  • Page 1
    ...REGULAR MEETING OF SHAREHOLDERS Time: Place: 9:30 a.m., Central Time, on Wednesday, June 24, 2009 Best Buy Corporate Campus - Theater 7601 Penn Avenue South Richfield, Minnesota 55423 Items of Business: 1. To elect seven Class 2 directors to serve on our Board of Directors for a term of two years...

  • Page 2
    ...Meeting of Shareholders and Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended February 28, 2009, are available at www.proxyvote.com. Help us make a difference by eliminating paper proxy mailings to your home or business. As permitted by rules adopted by the U.S. Securities...

  • Page 3
    ... Human Resources Committee Report on Executive Compensation ...Compensation Committee Interlocks and Insider Participation ...Compensation of Executive Officers ...Summary Compensation Table ...Grants of Plan-Based Awards ...Outstanding Equity Awards at Fiscal Year-End ...Options Exercised and Stock...

  • Page 4
    ... REGISTERED PUBLIC ACCOUNTING FIRM ...Principal Accountant Fees and Services ...Board Voting Recommendation ...ITEM OF BUSINESS NO. 3 - APPROVAL OF AMENDMENTS TO THE BEST BUY CO., INC. 2004 OMNIBUS STOCK AND INCENTIVE PLAN, AS AMENDED ...Information About the Plan ...Board Voting Recommendation...

  • Page 5
    ... proxy card because you owned shares of Best Buy common stock as of April 27, 2009, the record date for the Meeting, and are entitled to vote on the items of business at the Meeting. This proxy statement describes the items of business that will be voted on at the Meeting and provides information on...

  • Page 6
    ...By-laws, each item of business to be voted on by the shareholders requires the affirmative vote of the holders of a majority of the shares of Best Buy common stock present at a meeting and entitled to vote. The election of directors and the ratification of the appointment of Deloitte & Touche LLP as...

  • Page 7
    ... revoke your proxy at any time before your shares are voted by: • Submitting a later-dated proxy prior to the Meeting (by mail, Internet or telephone); • Voting in person at the Meeting; or • Providing written notice to Best Buy's Secretary at our principal office. Where can I find the voting...

  • Page 8
    ... Best Buy strategies and operating plans. Members of the Board monitor and evaluate our business performance through regular communication with our Chief Executive Officer (''CEO'') and other members of management, and by attending Board meetings and Board committee meetings. The Board values...

  • Page 9
    ...other incentive compensation and other employee benefit plans of a compensatory nature, and oversees our human capital policies and programs. Nominating, Corporate Governance and Public Policy Audit Committee. This committee discharges the Board's oversight responsibility to Best Buy's shareholders...

  • Page 10
    ... names of the directors serving on each committee as of April 23, 2009: Number of Meetings During Fiscal 2009 Committee Date Established Members Audit June 1, 1984 11 Hatim A. Tyabji* George L. Mikan III Matthew H. Paull G´ erard Vittecoq Compensation and Human Resources February 13, 1997...

  • Page 11
    ... immediate family member has been) employed as an executive officer of another company whose compensation committee at that time included a present executive officer of Best Buy; or - is: • A partner of our internal auditor or independent registered public accounting firm, or an employee of our...

  • Page 12
    ...on the succession and development of our senior officers including, in particular, the internal candidates for our CEO, who also serves on the Board. In accordance with these interests and the principles of effective corporate governance, in April 2009, the Board adopted a long-term goal recommended...

  • Page 13
    ... with our strategic plans; significant financial, accounting and risk management issues; compliance programs and other controls; policies; principal officers and internal auditors; and our independent registered public accounting firm. The orientation also addresses Board procedures, directors...

  • Page 14
    ...are set forth in Note 7, Shareholders' Equity, to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended February 28, 2009. At February 28, 2009, the aggregate number of shares subject to outstanding stock option awards was: Ms. Higgins Victor - 45...

  • Page 15
    ... other than management directors who are eligible to participate in our equity-based compensation programs for employees, an option to purchase 7,500 shares of Best Buy common stock at an exercise price of $42.19 per share. Mr. Schulze requested that he not be granted a long-term incentive award and...

  • Page 16
    ... directors. Each non-management director is expected to own shares of our common stock equivalent in value to five times their annual cash retainer. Newly appointed directors have five years from their date of appointment to achieve the expected level of stock ownership. Deferred Compensation Plan...

  • Page 17
    ... planning and mentoring company officers. Our Chairman also periodically represents Best Buy at public functions and actively engages with employees at designated company functions. Our CEO focuses on the development and execution of company strategies. • Our Board is very active. Our directors...

  • Page 18
    ...assists business leaders in building 1MAY200917425326 ethical and profitable business cultures at the enterprise, community and global levels. From 1996 to 1998, he was president and chief executive officer of the Human Resources Group, a division of Ceridian Corporation in Minneapolis, Minnesota...

  • Page 19
    ...he was a partner at Ernst & Young LLP , specializing in international tax. Richard M. Schulze, 68, is a founder of Best Buy. He has been an officer and director from our inception in 1966 and currently is Chairman of the Board. Effective in June 2002, he relinquished the duties of CEO, having served...

  • Page 20
    ..., Best Buy Children's Foundation, Minnesota Public Radio and Waldorf College. As previously announced in January 2009, Mr. Anderson intends to retire as CEO on June 24, 2009, during the 2009 regular meeting of shareholders. He intends to complete his term as Vice Chairman of the Board through...

  • Page 21
    ... Twin Cities board of directors. Rogelio M. Rebolledo, 64, has been a director since August 2006. In 2007, Mr. Rebolledo retired from his position as chairman of PBG Mexico, the Mexican operations of Pepsi Bottling Group, Inc. He began his 30-year career with development partnership in Minneapolis...

  • Page 22
    ... of Best Buy common stock beneficially owned at February 28, 2009, by our Chairman of the Board, our CEO, our Chief Financial Officer and each of our three other most highly compensated executive officers during the most recent fiscal year. The table provides similar information for each director...

  • Page 23
    ... held by the Trustee in connection with Best Buy's Retirement Savings Plan for the benefit of Mr. Dunn; and (c) options to purchase 445,699 shares, which he could exercise within 60 days of February 28, 2009. (6) The figure represents: (a) 190,463 outstanding shares owned by Mr. Willett; (b) 1,596...

  • Page 24
    ...connection with Best Buy's Retirement Savings Plan for the benefit of other executive officers. (20) As reported on the owner's most recent Schedule 13G that reported beneficial ownership as of December 31, 2008. Capital Research Global Investors has sole voting power over 13,393,000 shares and sole...

  • Page 25
    ... our directors, executive officers and shareholders who own more than 10% of our outstanding equity securities complied with the reporting requirements during the fiscal year ended February 28, 2009, except that due to an administrative delay, a report was not filed in a timely manner for a purchase...

  • Page 26
    ... 2009 compensation for our named executive officers. • Other Compensation Matters A discussion of programs and policies which are generally applicable to the named executive officers. 39 31 26 Compensation Philosophy, Objectives and Process ''Total Rewards'' Philosophy. We believe our success...

  • Page 27
    ... Our compensation program and policies serve the following objectives: • Reward employees for creating shareholder value and for achieving key strategic objectives; • Align long-term employee and shareholder interests; • Motivate employees to achieve short-term financial, operational, customer...

  • Page 28
    ... business results, including succession planning. Existing Compensation Arrangements External Peer Group Observations The executive's outstanding equity awards, performance-based incentives and compensation history. Includes publicly available information regarding actions taken by peer companies...

  • Page 29
    ... many companies offer the following supplemental compensation, benefits, perquisites and protections to their executive officers: • Employment agreements • Severance or change-in-control agreements • Pension plan benefits • Supplemental retirement plan benefits • Executive life insurance...

  • Page 30
    .... Our CEO's performance ratings of, and his comments about, his direct reports impact the compensation of his direct reports, but his input is only one of many factors considered in determining total compensation. Our other executive officers do not participate in the development of compensation...

  • Page 31
    ... of company and executive management team goals EVAá"¼; comparable store sales growth rate; SG&A rate Long-Term Incentive Stock options Create a strong financial incentive for increasing shareholder value and encourage a significant equity stake in our company Best Buy common stock price...

  • Page 32
    ... employee discount, stock ownership target planning and tax planning or preparation services Provide competitive benefits to promote the health, well-being and financial security of our executive officers Not performancebased (1) (2) Enterprise leadership long-term incentive awards were granted...

  • Page 33
    ... position responsible for balancing shortand long-term strategic and operational decisions • Increased accountability for driving growth • Strong motivator and leader; established record of building markets while living and teaching company values External Factor: • Total direct compensation...

  • Page 34
    ... on positioning his total compensation in line with the total compensation paid to other executive vice presidents with similar scopes of responsibility. Short-Term Incentive. For fiscal 2009, the named executive officers were eligible for performance-based, short-term incentive awards pursuant...

  • Page 35
    ... emphasized internal job ranking because we believe that it is important that a higher percentage of cash compensation for higher ranking positions be linked to our performance. In addition, we considered the value of total cash compensation in light of the external factors described in Base Salary...

  • Page 36
    ... on the actual Company Performance and Team Performance scores, the Incentive Multiplier for fiscal 2009 was 0.00. Accordingly, no payments pursuant to the Executive Officer STIP were made to any named executive officer for fiscal 2009. The fiscal 2009 short-term incentive payment computation, as...

  • Page 37
    ... and other eligible employees (typically, manager level and above). For fiscal 2009, our named executive officers received their LTIP award in the form of stock options. However, Mr. Anderson requested that he not be granted a long-term incentive award and that his options to purchase shares that he...

  • Page 38
    ... life insurance premiums and $5,000 for tax planning services relating to his termination. Anticipated Fiscal 2010 Named Executive Officer Compensation Structure Changes For fiscal 2010, HR recommended and the Compensation Committee approved, certain changes to short- and long-term incentive awards...

  • Page 39
    ... and January of fiscal 2010. Thereafter, in fiscal 2011, we plan to grant long-term incentives on a quarterly basis at the time of Board meetings. The decision to grant long-term incentive awards at multiple times each year addresses employee concerns regarding stock price volatility over the...

  • Page 40
    ... for directors. The Compensation Committee also considers stock option grants for new directors upon their appointment to the Board. We do not coordinate or time the release of material information around our grant dates in order to affect the value of the compensation. Our named executive officers...

  • Page 41
    ... We account for stock-based awards based on their grant date fair value, as determined under SFAS No. 123(R), Share-Based Payment. Compensation expense for these awards is recognized on a straight-line basis over the requisite service period of the award (or to an employee's eligible retirement date...

  • Page 42
    ... management. Based on this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in our Annual Report on Form 10-K for the fiscal year ended February 28, 2009, and in this Proxy Statement. COMPENSATION AND HUMAN RESOURCES...

  • Page 43
    ... - 2007 Finance and Chief Financial Officer Brian J. Dunn 2009 President and Chief 2008 Operating Officer 2007 Robert A. Willett 2009 Chief Executive 2008 Officer - Best Buy 2007 International and Chief Information Officer Shari L. Ballard Executive Vice President - Retail Channel Management David...

  • Page 44
    ... matching contributions to the named executive officer's Retirement Savings Plan account. These amounts reflect the portions of premiums paid by us for: (i) life insurance coverage exceeding $50,000, and (ii) supplemental executive long-term disability insurance. These amounts reflect reimbursement...

  • Page 45
    ... grants under our long-term incentive programs to each of our named executive officers during fiscal 2009: All Other All Other Stock Option Awards: Awards: Number Number of of Shares Securities of Stock Underlying or Units Options(2 Estimated Future Payouts Under Non-Equity Incentive Plan Awards...

  • Page 46
    ....11 34.18 24.71 31.17 23.19 Option Expiration Date 4/13/2013 1/15/2013 4/10/2012 4/26/2011 4/13/2010 4/15/2009 Stock Award Grant Date(1) Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested James L. 10/31/2008 Muehlbauer 10/18...

  • Page 47
    ...date, provided the executive has been continually employed with us through those dates. Performance-based restricted stock award, scheduled to vest in a range from 0% to 100% on February 27, 2010 (end of fiscal 2010), depending on the level of total shareholder return (''TSR'' is the compound annual...

  • Page 48
    ...(iii) Best Buy common stock price and (iv) talent management. The number reported includes 23,742 shares from this award. Performance-based restricted shares from two awards: (1) The first award was granted on November 8, 2005, and vested at 100% of the target award level on February 28, 2009, based...

  • Page 49
    ... contractual payments that would be received by our named executive officers upon termination of employment or a change-in-control would be in connection with equity-based incentive awards granted under our long-term incentive programs. The amounts reported represent the in-the-money value of stock...

  • Page 50
    ... terms and conditions of the respective award agreement. Mr. Morrish voluntarily terminated employment with us on February 28, 2009. The value realized prior to his termination of employment pursuant to equity-based incentive awards granted under our LTIP is described in Options Exercised and Stock...

  • Page 51
    ... transactions and our continued business dealings with Phoenix. The total Richard M. Schulze We lease two of our U.S. Best Buy stores from Richard M. Schulze, a founder of Best Buy and our Chairman of the Board. During fiscal 2009, we paid aggregate rents for the two stores leased from Mr. Schulze...

  • Page 52
    ...was eligible for a short-term incentive award, payable in cash, expressed as 45% of his base salary. Mr. Stillman's total cash compensation for fiscal 2009 was $195,000. Also during fiscal 2009, we awarded Mr. Stillman options to purchase 3,700 shares of Best Buy common stock at an exercise price of...

  • Page 53
    ... President - Human Capital. Travis Cinco was employed with us as a Senior Director - Operating Development and shares a household with Mr. Pershing. During fiscal 2009, we paid Mr. Cinco total cash compensation of $149,000 and awarded him options to purchase 3,700 shares of Best Buy common stock at...

  • Page 54
    ..., is employed with us in Canada as Director - Merchandising. During fiscal 2009, we paid Ms. Pratt total cash compensation of $158,000 and awarded her options to purchase 2,400 shares of Best Buy common stock at an exercise price of $41.19 per share and options to purchase 3,000 shares of Best Buy...

  • Page 55
    ... recognition of this responsibility, it is the policy of the Audit Committee to pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm except for minor audit-related engagements which in the aggregate do not exceed 5% of the fees we pay...

  • Page 56
    ...related services that are traditionally performed by the independent registered public accounting firm, including due diligence related to mergers and acquisitions, statutory audits, employee benefit plan audits and special procedures required to meet certain regulatory requirements. 3. Tax services...

  • Page 57
    ... had contacts with the former advisory partner, including our Chief Financial Officer and our Chief Accounting Officer. Outside and internal counsel reviewed summaries of the interviews and related documentation, including the minutes of all of our Board of Directors and Board committee meetings in...

  • Page 58
    ...Quarterly Reports on Form 10-Q during those fiscal years; consultations on accounting matters; and SEC registration statements. Consists primarily of fees for acquisition-related due diligence and statutory audit filings, as well as the audits of our Retirement Savings Plan and The Best Buy Children...

  • Page 59
    ... means by which we provide long-term incentives to a broad range of our employees. The Omnibus Plan permits the granting of stock options (including both incentive and non-qualified stock options); stock appreciation rights (''SARs''); restricted stock and restricted stock units; performance awards...

  • Page 60
    ...of long-term incentives were non-officers. While we reward a broad base of employees, we also believe that equity-based compensation is a key component in well-designed executive compensation. Part of our long-term compensation philosophy is designed to ensure that those who perform strategic policy...

  • Page 61
    ... using our equity-based incentive programs is critical to our long-term performance and shareholder returns. The amended Omnibus Plan will allow us the flexibility to implement our current long-term incentive philosophy in future years and will better align the interests of executives, employees and...

  • Page 62
    ...BestBuy.com - under ''Company Information,'' after selecting the ''For Our Investors'' link. Who is eligible to receive awards under the amended Omnibus Plan? Eligible recipients under the amended Omnibus Plan include any employee, officer, consultant, advisor or director providing services to us or...

  • Page 63
    ... of the Board) may grant awards to directors who are not also employees of Best Buy or an affiliate. The Compensation Committee may adjust the number of shares of common stock and share limits described above in the case of a stock dividend or other distribution, including a stock split, merger or...

  • Page 64
    ... the award must vest over a period of at least one year from the date of grant. The Compensation Committee also may permit accelerated vesting in the case of a participant's death, disability or retirement, or a change in control of Best Buy. If the participant's employment or service as a director...

  • Page 65
    ... Omnibus Plan that: • Requires shareholder approval under the rules or regulations of the NYSE or any other securities exchange that are applicable to us; • Increases the number of shares of common stock authorized under the amended Omnibus Plan (except in the case of a stock split or other...

  • Page 66
    ...that time to an income tax deduction for the same amount. Our Income Tax Deduction. Subject to the usual rules concerning reasonable compensation, and assuming that, as expected, performance awards paid under the amended Omnibus Plan are ''qualified performancebased compensation'' within the meaning...

  • Page 67
    ..., as the Compensation Committee will make these determinations in its sole discretion. The closing price of a share of our common stock as reported on the NYSE on May 1, 2009, was $37.20. No awards granted under the Omnibus Plan before the date of the 2009 Annual Meeting of Shareholders have been...

  • Page 68
    ... (OTHER THAN BROKER NON-VOTES) WILL BE VOTED ''FOR'' APPROVAL OF THE AMENDMENTS TO THE BEST BUY CO., INC. 2004 OMNIBUS STOCK AND INCENTIVE PLAN REGARDING THE NUMBERS OF SHARES THAT MAY BE ISSUED PURSUANT TO THE PLAN AND THE ANNUAL AMOUNTS PAYABLE UNDER PERFORMANCE AWARDS TO CERTAIN EMPLOYEES. 68

  • Page 69
    ... has not been an officer or employee of the corporation or a related organization during the preceding five years) directors or, if there are no such Information About the Four Amendments to Article IX The Board, in its continuing review of best practices in corporate governance, has evaluated the...

  • Page 70
    ... the shares held by shareholders other than the interested shareholder that is involved in the Business Combination; and • The provision for amending Section 1 of Article III of our Amended and Restated By-laws, which provides for a classified board of directors, which would generally require the...

  • Page 71
    ...shares. Management believes that it is in the best interests of the shareholders to amend Article X to conform to the provisions of the Minnesota Business Combination Act governing certain share repurchases. Amendment of Article X. The Board has concluded that it is in the best interests of Best Buy...

  • Page 72
    ..., 2010, at our principal executive office, addressed as follows: Best Buy Co., Inc. Attn: Legal Department B6 7601 Penn Avenue South Richfield, Minnesota 55423 Any shareholder proposal received after that date and intended to be presented for consideration at our 2010 Regular Meeting of Shareholders...

  • Page 73
    ...'') of Best Buy Co., Inc. (''Company'') is appointed by the Board of Directors (''Board'') to discharge the Board's responsibilities relating to oversight of the following: 1) the integrity of the Company's financial statements and financial reporting processes, 2) the Company's internal accounting...

  • Page 74
    ... annually, the Committee will obtain and review a report by the independent auditor describing: a. b. The firm's internal quality control procedures. Any material issues raised by: (i) The most recent internal quality control review, reviews performed by the Public Company Accounting Oversight Board...

  • Page 75
    ... discussed with management. b. Management's assertion on its assessment of the effectiveness of internal controls as of the end of the most recent fiscal year. c. All required communications between the independent auditor and the Company, such as the management letter or accounting adjustments that...

  • Page 76
    ... the results of procedures performed. 6. The Committee will prepare its report to be included in the Company's annual proxy statements, as required by SEC regulations. 7. The Committee will review disclosures made by the Company's Chief Executive Officer and Chief Financial Officer during the Forms...

  • Page 77
    ... of the Board ...Shares Available for Awards ...Shares Available ...Accounting for Awards ...Adjustments ...Award Limitations Under the Plan ...Eligibility ...Awards ...Options ...Stock Appreciation Rights ...Restricted Stock and Restricted Stock Units ...Performance Awards ...Dividend Equivalents...

  • Page 78
    (This page has been left blank intentionally.)

  • Page 79
    ... permit Awards granted under the Plan to qualify under Rule 16b-3 and Section 162(m), and each member of the Committee shall be a ''Non-Employee Director.'' (h) ''Company'' shall mean Best Buy Co., Inc., a Minnesota corporation, and any successor corporation. (i) (j) ''Director'' shall mean a member...

  • Page 80
    ... and total stockholder return), stock price, economic value added, working capital, market share, cost reductions, workforce satisfaction and diversity goals, employee retention, customer satisfaction, completion of key projects, and strategic plan development and implementation. Such goals may...

  • Page 81
    ... committee of the Board comprised of directors who qualify as independent directors within the meaning of the independence rules of the New York Stock Exchange or any other securities exchange applicable to the Company) may grant Awards to Directors who are not also employees of the Company or an...

  • Page 82
    ... tax obligations relating to an Award (other than an Incentive Stock Option) shall again be available for granting Awards under the Plan. Any previously issued Shares that are used by a Participant as full or partial payment to the Company of the purchase or exercise price relating to an Award or in...

  • Page 83
    ... the effective date of this Section 4(d)(ii), as amended in 2009, only to the extent provided in the Award Agreement evidencing that Performance Award. Any limitations on awards granted to the Participant under any other executive incentive plan maintained by the Company (a ''Non-Plan Award'') will...

  • Page 84
    ... the success of the Company or such other factors as the Committee, in its discretion, shall deem relevant. Notwithstanding the foregoing, an Incentive Stock Option may only be granted to full-time or part-time employees (which term as used herein includes, without limitation, officers and Directors...

  • Page 85
    ...applicable restrictions lapse or are waived. In the case of Restricted Stock Units, no Shares shall be issued at the time such Awards are granted. Upon the lapse or waiver of restrictions and the restricted period relating to Restricted Stock Units evidencing the right to receive Shares, such Shares...

  • Page 86
    ... provided in Section 6(g)(viii), any Award Agreement granting Restricted Stock Units shall contain provisions that are intended to allow the Restricted Stock Units to satisfy the requirements of (or be exempt from) Code Section 409A and any applicable provisions of Section 6(g)(viii) of this Plan...

  • Page 87
    ... payments or the grant or crediting of Dividend Equivalents with respect to installment or deferred payments. Except as otherwise provided in Section 6(g)(viii), any change in the timing of payment of an Award shall satisfy the requirements of (or be exempt from) Code Section 409A and any applicable...

  • Page 88
    ... the Plan or any Award Agreement, without the approval of the shareholders of the Company, no amendment shall be made that, absent such approval: (i) violates the rules or regulations of the New York Stock Exchange or any other securities exchange applicable to the Company; (ii) increases the number...

  • Page 89
    ...other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases. (f) No Right to Employment. The grant of an Award shall not be construed as giving a Participant the right to be retained as an employee of the Company or any...

  • Page 90
    ... on June 23, 2014, unless terminated before then by the Board. Awards may be granted under the Plan until the Plan terminates or until all Shares available for Awards under the Plan have been purchased or acquired; provided, however, that Incentive Stock Options may not be granted following the 10...

  • Page 91
    ...the terms of such Preferred Stock, each director shall be elected at a meeting of shareholders by the vote of a majority of the votes cast with respect to the director. ARTICLE IV CAPITAL The aggregate number of shares of all classes of stock which this corporation shall have the authority to issue...

  • Page 92
    ... be taken without a meeting by written action signed by a majority of the Board of Directors then in office, except as those matters which require shareholder approval, in which case the written action shall be signed by all members of the Board of Directors then in office. ARTICLE VII CUMULATIVE...

  • Page 93
    ...the date they first so act or agree to act together, of all shares or securities of the corporation Beneficially Owned by the Person. (d) The phrase ''Business Combination'' means any of the following: (1) any merger of this corporation or any Subsidiary of this corporation with (a) a Related Person...

  • Page 94
    ... changes due to fractional share adjustments; or (7) any receipt by a Related Person or any Affiliate or Associate of a Related Person of the benefit, directly or indirectly (except proportionately as a shareholder of this corporation), of any loans, advances, guarantees, pledges or other financial...

  • Page 95
    ... of this corporation that, at any time within the four (4) year period immediately prior to the date in question, was the Beneficial Owner, directly or indirectly, of ten percent (10%) or more of the voting power of this corporation's then outstanding shares entitled to vote; provided, however, that...

  • Page 96
    ... four (4) years following the Related Person's Share Acquisition Date. Section 3. Procedure. Upon receipt of a good faith, definitive written proposal relating to a Business Combination or an acquisition of shares pursuant to which a Person will become a Related Person, the Board of Directors shall...

  • Page 97
    ... corporation's outstanding shares entitled to vote; provided, however, that, notwithstanding the foregoing requirement, the Board of Directors may amend such Section 1 to increase the number of directors in the manner prescribed by law. ARTICLE X STOCK REPURCHASES FROM CERTAIN SHAREHOLDERS Section...

  • Page 98
    ...to any Public Transaction or series of Public Transactions; provided, however, that the term ''Substantial Shareholder'' shall not include any benefit plan or trust now or hereafter established by this corporation or any of its Subsidiaries for the benefit of the employees of this corporation and/or...

  • Page 99
    ... (iv) for any transaction from which the director derived an improper personal benefit, or (v) for any act or omission occurring prior to the effective date of this Article XI. If, after the effective date of this Article XI, the Minnesota Business Corporation Act is amended to authorize the further...

  • Page 100