Best Buy 2009 Annual Report Download - page 79

Download and view the complete annual report

Please find page 79 of the 2009 Best Buy annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 100

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100

BEST BUY CO., INC.
2004 OMNIBUS STOCK AND INCENTIVE PLAN
Section 1. Purpose and Background
The purpose of the Plan is to promote the interests of the Company and its shareholders by aiding the Company in
attracting and retaining employees, officers, consultants, advisors and directors capable of assuring the future success
of the Company, to offer such persons incentives to put forth maximum efforts for the success of the Company’s
business and to compensate such persons through various stock-based arrangements and provide them with
opportunities for stock ownership in the Company, thereby aligning the interests of such persons with the Company’s
shareholders.
Section 2. Definitions
As used in the Plan, the following terms shall have the meanings set forth below:
(a) ‘‘Affiliate’’ shall mean (i) any entity that, directly or indirectly through one or more intermediaries, is controlled by
the Company and (ii) any entity in which the Company has a significant equity interest, in each case as
determined by the Committee.
(b) ‘‘Award’’ shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance
Award, Dividend Equivalent or Other Stock Grant granted under the Plan.
(c) ‘‘Award Agreement’’ shall mean any written agreement, contract or other instrument or document evidencing an
Award granted under the Plan. Each Award Agreement shall be subject to the applicable terms and conditions of
the Plan and any other terms and conditions (not inconsistent with the Plan) determined by the Committee.
(d) ‘‘Board’’ shall mean the Board of Directors of the Company.
(e) ‘‘Change in Control’’ shall have the meaning ascribed to such term in an Award Agreement, or any other
applicable employment or change in control agreement between the Participant and the Company.
(f) ‘‘Code’’ shall mean the Internal Revenue Code of 1986, as amended from time to time, and any regulations
promulgated thereunder.
(g) ‘‘Committee’’ shall mean the Compensation and Human Resources Committee of the Board or any other
committee of the Board designated by the Board to administer the Plan. The Committee shall be comprised of not
less than such number of Directors as shall be required to 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) ‘‘Director’’ shall mean a member of the Board, including any Non-Employee Director.
(j) ‘‘Dividend Equivalent’’ shall mean any right granted under Section 6(e) of the Plan.
(k) ‘‘Eligible Person’’ shall mean any employee, officer, consultant, advisor or director providing services to the
Company or any Affiliate who the Committee determines to be an Eligible Person. An Eligible Person must be a
natural person.
(l) ‘‘Exchange Act’’ shall mean the Securities Exchange Act of 1934, as amended.
B-1