Best Buy 2009 Annual Report Download - page 80

(m) ‘‘Fair Market Value’’ shall mean, with respect to any property (including, without limitation, any Shares or other
securities), the fair market value of such property determined by such methods or procedures as shall be
established from time to time by the Committee. Notwithstanding the foregoing and unless otherwise determined
by the Committee, the Fair Market Value of a Share as of a given date shall be, if the Shares are then listed on
the New York Stock Exchange, the closing price of one Share as reported on the New York Stock Exchange on
such date or, if the New York Stock Exchange is not open for trading on such date, on the most recent preceding
date when it is open for trading.
(n) ‘‘Incentive Stock Option’’ shall mean an option granted under Section 6(a) of the Plan that is intended to qualify
as an ‘‘incentive stock option’’ in accordance with the terms of Section 422 of the Code or any successor
provision.
(o) ‘‘Non-Employee Director’’ shall mean any Director who is a ‘‘non-employee director’’ as defined under
subparagraph (b)(3) of Rule 16b-3 and is an ‘‘outside director’’ within the meaning of Section 162(m).
(p) ‘‘Non-Qualified Stock Option’’ shall mean an option granted under Section 6(a) of the Plan that is not an
Incentive Stock Option.
(q) ‘‘Option’’ shall mean an Incentive Stock Option or a Non-Qualified Stock Option.
(r) ‘‘Other Stock Grant’’ shall mean any right granted under Section 6(f) of the Plan.
(s) ‘‘Participant’’ shall mean an Eligible Person designated to be granted an Award under the Plan.
(t) ‘‘Performance Award’’ shall mean any right granted under Section 6(d) of the Plan.
(u) ‘‘Performance Goal’’ shall mean one or more of the following performance goals, either individually, alternatively
or in any combination, applied on a corporate, subsidiary or business unit basis: revenue, cash flow, gross profit,
earnings before interest and taxes, earnings before interest, taxes, depreciation and amortization, and net
earnings, earnings per share, margins (including one or more of gross, operating and net income margins),
returns (including one or more of return on assets, equity, investment, capital and revenue 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 reflect an absolute standard of entity or business unit
performance or a relative comparison to the performance of a peer group of entities or other external measure of
the selected performance criteria. Pursuant to rules and conditions adopted by the Committee on or before the
90th day of the applicable performance period for which Performance Goals are established, the Committee may
appropriately adjust any evaluation of performance under such goals to exclude the effect of certain events,
including any of the following events: asset write-downs; litigation or claim judgments or settlements; changes in
tax law, accounting principles or other such laws or provisions affecting reported results; severance, contract
termination and other costs related to exiting certain business activities; and gains or losses from the disposition of
businesses or assets or from the early extinguishment of debt.
(v) ‘‘Person’’ shall mean any individual or entity, including a corporation, partnership, limited liability company,
association, joint venture or trust.
(w) ‘‘Plan’’ shall mean the Best Buy Co., Inc. 2004 Omnibus Stock and Incentive Plan, as amended from time to
time, the provisions of which are set forth herein.
(x) ‘‘Restricted Stock’’ shall mean any Share granted under Section 6(c) of the Plan.
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