Best Buy 2009 Annual Report Download - page 87

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Award may be made in such form or forms as the Committee shall determine (including, without limitation,
cash, Shares, other securities, other Awards or other property or any combination thereof); and may be made
in a single payment or transfer, in installments or on a deferred basis, in each case in accordance with rules
and procedures established by the Committee. Such rules and procedures may include, without limitation,
provisions for the payment or crediting of reasonable interest on installment or deferred 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 provisions of Section 6(g)(viii) of this Plan.
(iv) Limits on Transfer of Awards. Except as otherwise provided by the Committee or the terms of this Plan, no
Award (other than Shares that are not Restricted Stock), and no right under any such Award, shall be
transferable by a Participant either (A) for any consideration or (B) without consideration other than by will or
by the laws of descent and distribution. The Committee may establish procedures as it deems appropriate for
a Participant to designate a Person or Persons, as beneficiary or beneficiaries, to exercise the rights of the
Participant and receive any property distributable with respect to any Award in the event of the Participant’s
death. The Committee, in its discretion and subject to such additional terms and conditions as it determines,
may permit a Participant to transfer a Non-Qualified Stock Option to any ‘‘family member’’ (as such term is
defined in the General Instructions to Form S-8 (or any successor to such Instructions or such Form) under the
Securities Act of 1933, as amended) at any time that such Participant holds such Option; provided, however,
that such transfers may not be for value (as defined in the General Instructions to Form S-8, or any successor
to such Instructions or such Form) and the family member may not make any subsequent transfers other than
by will or by the laws of descent and distribution. Each Option, Stock Appreciation Right or right under any
other Award shall be exercisable during the Participant’s lifetime only by the Participant (except as provided
herein or in an Award Agreement or amendment thereto relating to a Non-Qualified Stock Option) or, if
permissible under applicable law, by the Participant’s guardian or legal representative. No Award or right
under any such Award may be pledged, alienated, attached or otherwise encumbered, and any purported
pledge, alienation, attachment or encumbrance thereof shall be void and unenforceable against the
Company or any Affiliate; provided, however, that this sentence shall apply to an Other Stock Grant only to
the extent provided under the terms of the Award Agreement for the Other Stock Grant.
(v) Term of Awards. The term of each Award shall be for a period not longer than 10 years from the date of
grant.
(vi) Restrictions; Securities Exchange Listing. All Shares or other securities delivered under the Plan pursuant to any
Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the
Committee may deem advisable under the Plan, applicable federal or state securities laws and regulatory
requirements, and the Committee may direct appropriate stop transfer orders and cause other legends to be
placed on the certificates for such Shares or other securities to reflect such restrictions. If the Shares or other
securities are traded on a securities exchange, the Company shall not be required to deliver any Shares or
other securities covered by an Award unless and until such Shares or other securities have been and continue
to be admitted for trading on such securities exchange.
(vii) Prohibition on Repricing. Except as provided in Section 4(c) of the Plan, no Option or Stock Appreciation
Right may be amended to reduce its initial exercise or grant price and no Option or Stock Appreciation Right
shall be canceled and replaced with Options or Stock Appreciation Rights or other Awards having a lower
exercise or grant price, without the approval of the shareholders of the Company.
B-9