Best Buy 2009 Annual Report Download - page 84

(v) Limitation on Incentive Stock Options. The number of Shares available for granting Incentive Stock Options
under the Plan shall not exceed 51,500,000, subject to adjustment as provided in Section 4(c) of the Plan
and subject to the provisions of Section 422 or 424 of the Code or any successor provision.
Section 5. Eligibility
Any Eligible Person shall be eligible to be designated a Participant. In determining which Eligible Persons shall receive
an Award and the terms of any Award, the Committee may take into account the nature of the services rendered by the
respective Eligible Persons, their present and potential contributions to 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 who are also employees), and an Incentive Stock Option shall not be granted to an employee of
an Affiliate unless such Affiliate is also a ‘‘subsidiary corporation’’ of the Company within the meaning of
Section 424(f) of the Code or any successor provision.
Section 6. Awards
(a) Options. The Committee is hereby authorized to grant Options to Eligible Persons with the following terms and
conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan as the
Committee shall determine:
(i) Exercise Price. The purchase price per Share purchasable under an Option shall be determined by the
Committee; provided, however, that such purchase price shall not be less than 100% of the Fair Market Value
of a Share on the date of grant of such Option, except that the Committee may designate a per-share
exercise price below Fair Market Value on the date of grant (A) to the extent necessary or appropriate, as
determined by the Committee, to satisfy applicable legal or regulatory requirements of a foreign jurisdiction;
or (B) if the Option is granted in substitution for a stock option previously granted by an entity that is acquired
by or merged with the Company or an Affiliate. Except as otherwise provided in Section 6(g)(viii), any Award
Agreement granting an Option with a per-share exercise price below Fair Market Value shall contain
provisions that are intended to allow the Option to satisfy the requirements of (or be exempt from) Code
Section 409A and any applicable provisions of Section 6(g)(viii) of this Plan.
(ii) Option Term. The term of each Option shall be fixed by the Committee at the time of grant, but shall not be
longer than 10 years from the date of grant.
(iii) Time and Method of Exercise. The Committee shall determine the time or times at which an Option may be
exercised in whole or in part and the method or methods by which, and the form or forms (which may
include, without limitation, cash, Shares (actually or by attestation), other securities, other Awards or other
property, or any combination thereof, having a Fair Market Value on the exercise date equal to the applicable
exercise price) in which, payment of the exercise price with respect thereto may be made or deemed to have
been made. Unless otherwise provided in the agreement evidencing the Option, any Non-Qualified Option
may be exercised by instructing the Company to withhold from the Shares issuable upon exercise of the
Option Shares in payment of all or any part of the exercise price and/or any related withholding obligations
consistent with Section 8, which Shares shall be valued for this purpose at their Fair Market Value or in such
other manner as may be authorized from time to time by the Committee.
(b) Stock Appreciation Rights. The Committee is hereby authorized to grant Stock Appreciation Rights to Eligible
Persons subject to the terms of the Plan and any applicable Award Agreement. A Stock Appreciation Right granted
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