Best Buy 2009 Annual Report Download - page 89

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intent. In this regard, if any provision of the Plan or an Award Agreement would result in adverse tax
consequences under Section 409A of the Code, the Committee may amend that provision (or take any other
action reasonably necessary) to avoid any adverse tax results and no action taken to comply with Section 409A of
the Code shall be deemed to impair or otherwise adversely affect the rights of any holder of an Award or
beneficiary thereof.
(c) Correction of Defects, Omissions and Inconsistencies. The Committee may correct any defect, supply any omission
or reconcile any inconsistency in the Plan or in any Award or Award Agreement in the manner and to the extent it
shall deem desirable to implement or maintain the effectiveness of the Plan.
Section 8. Income Tax Withholding
In order to comply with all applicable federal, state, local or foreign income tax laws or regulations, the Company may
take such action as it deems appropriate to ensure that all applicable federal, state, local or foreign payroll,
withholding, income or other taxes, which are the sole and absolute responsibility of a Participant, are withheld or
collected from such Participant. In order to assist a Participant in paying all or a portion of applicable taxes to be
withheld or collected upon exercise or receipt of (or the lapse of restrictions relating to) an Award, the Committee, in its
discretion and subject to such additional terms and conditions as it may adopt, may permit the Participant to satisfy
such tax obligation by (i) electing to have the Company withhold a portion of the Shares otherwise to be delivered
upon exercise or receipt of (or the lapse of restrictions relating to) such Award with a Fair Market Value equal to the
amount of such taxes or (ii) delivering to the Company Shares other than Shares issuable upon exercise or receipt of
(or the lapse of restrictions relating to) such Award with a Fair Market Value equal to the amount of such taxes.
Section 9. General Provisions
(a) No Rights to Awards. No Eligible Person or other Person shall have any claim to be granted any Award under the
Plan, and there is no obligation for uniformity of treatment of Eligible Persons or holders or beneficiaries of Awards
under the Plan. The terms and conditions of Awards need not be the same with respect to any Participant or with
respect to different Participants.
(b) Award Agreements. No Participant will have rights under an Award granted to such Participant unless and until an
Award Agreement shall have been duly executed on behalf of the Company and, if requested by the Company,
signed by the Participant.
(c) Plan Provisions Control. In the event that any provision of an Award Agreement conflicts with or is inconsistent in
any respect with the terms of the Plan as set forth herein or subsequently amended, the terms of the Plan shall
control.
(d) No Rights of Shareholders. Except with respect to Shares of Restricted Stock as to which the Participant has been
granted the right to vote, neither a Participant nor the Participant’s legal representative shall be, or have any of the
rights and privileges of, a shareholder of the Company with respect to any Shares issuable to such Participant
upon the exercise or payment of any Award, in whole or in part, unless and until such Shares have been issued.
(e) No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any
Affiliate from adopting or continuing in effect other or additional compensation arrangements, and such
arrangements may be either generally applicable or applicable only in specific cases.
(f) No Right to Employment. The grant of an Award shall not be construed as giving a Participant the right to be
retained as an employee of the Company or any Affiliate, or a Director to be retained as a Director, nor will it
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