Best Buy 2009 Annual Report Download - page 85

under the Plan shall confer on the holder thereof a right to receive upon exercise thereof the excess of (i) the Fair
Market Value of one Share on the date of exercise (or, if the Committee shall so determine, at any time during a
specified period before or after the date of exercise) over (ii) the grant price of the Stock Appreciation Right as
determined by the Committee, which grant price shall not be less than 100% of the Fair Market Value of one
Share on the date of grant of the Stock Appreciation Right; provided, however, that the Committee may designate
a per-share grant 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 Stock Appreciation Right is granted in substitution for a stock appreciation right 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 Stock Appreciation Rights with a per-share grant price below Fair
Market Value shall contain provisions that are intended to allow the Stock Appreciation Rights to satisfy the
requirements of (or be exempt from) Code Section 409A and any applicable provisions of Section 6(g)(viii) of this
Plan. Subject to the terms of the Plan, the grant price, term, methods of exercise, dates of exercise, methods of
settlement and any other terms and conditions (including conditions or restrictions on the exercise thereof) of any
Stock Appreciation Right shall be as determined by the Committee.
(c) Restricted Stock and Restricted Stock Units. The Committee is hereby authorized to grant Restricted Stock and
Restricted Stock Units 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) Restrictions. Shares of Restricted Stock and Restricted Stock Units shall be subject to such restrictions as the
Committee may impose (including, without limitation, any limitation on the right to vote a Share of Restricted
Stock or the right to receive any dividend or other right or property with respect thereto), which restrictions
may lapse separately or in combination at such time or times, in such installments or otherwise as the
Committee may deem appropriate. The minimum vesting period of such Awards shall be three years from the
date of grant, unless the Award is conditioned on performance of the Company or an Affiliate or on personal
performance (other than continued service with the Company or an Affiliate), in which case the Award may
vest over a period of at least one year from the date of grant. Notwithstanding the foregoing, the Committee
may permit acceleration of vesting of such Awards in the event of the Participant’s death, disability or
retirement or a change in control of the Company.
(ii) Issuance and Delivery of Shares. Any Restricted Stock granted under the Plan shall be issued at the time such
Awards are granted and may be evidenced in such manner as the Committee may deem appropriate,
including book-entry registration or issuance of a stock certificate or certificates, which certificate or
certificates shall be held by the Company. Such certificate or certificates shall be registered in the name of the
Participant and shall bear an appropriate legend referring to the restrictions applicable to such Restricted
Stock. Shares representing Restricted Stock that is no longer subject to restrictions shall be delivered to the
Participant promptly after the 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 shall
be issued and delivered to the holder of the Restricted Stock Units.
(iii) Forfeiture. Except as otherwise determined by the Committee, upon a Participant’s termination of employment
or resignation or removal as a Director (in either case, as determined under criteria established by the
Committee) during the applicable restriction period, all Shares of Restricted Stock and Restricted Stock Units
held by the Participant at such time subject to restriction shall be forfeited and reacquired by the Company;
provided, however, that the Committee may, when it finds that a waiver would be in the best interest of the
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