Best Buy 2009 Annual Report Download - page 99

no such liquidation preference, at a price more than the price(s) paid by such Substantial Shareholder, its Affiliates or
Associates in acquiring such shares, determined on a first-in, first-out basis; and
(b) the Substantial Shareholder, its Affiliates or Associates has Beneficially Owned the shares of capital stock
being purchased or any of them for less than two (2) years; and
(c) all other holders of shares of capital stock of the same class or series are not contemporaneously afforded
the opportunity to sell to this corporation or any other Person, on terms and at a price determined by a majority of the
Unaffiliated Directors of this corporation to be substantially as favorable as those afforded to the Substantial
Shareholder, its Affiliates or Associates, the same percentage of such shares of capital stock held by them as equals
that percentage of the shares of capital stock Beneficially Owned by the Substantial Shareholder which are to be
purchased from the Substantial Shareholder, its Affiliates or Associates by this corporation.
Section 3. Determinations By Unaffiliated Directors. In the context of any transaction described in Section 2 of this
Article X, the majority of the directors who are Unaffiliated Directors with respect to such transaction shall have the
exclusive power and duty to determine, on the basis of information known to them after reasonable inquiry, whether a
Person is (a) a Substantial Shareholder, (b) an Affiliate or Associate of a Substantial Shareholder, and (c) an Unaffiliated
Director. Any such determination of a majority of the Unaffiliated Directors shall be final and binding in the absence of
fraud or gross negligence by such Unaffiliated Directors.
Section 4. Amendment of Article X. The provisions of this Article X may be amended, altered or repealed only at a
meeting of shareholders by the affirmative vote of the holders of at least sixty-six and two-thirds percent (662⁄3%) of this
corporation’s outstanding shares entitled to vote on amendments to these Articles of Incorporation; provided, however,
that the provisions of this Section 4 shall not apply to any such amendment, alteration or repeal that shall have been
approved and recommended to the shareholders for approval by a majority of Unaffiliated Directors.
ARTICLE XI
LIMITATION OF DIRECTOR LIABILITY
No director of the corporation shall be personally liable to the corporation or its shareholders for monetary damages
for breach of fiduciary duty as a director; provided, however, that this Article XI shall not eliminate or limit the liability
of a director (i) for any breach of the director’s duty of loyalty to the corporation or its shareholders, (ii) for acts or
omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under
Section 302A.559 or Section 80A.76 of the Minnesota Statutes, (iv) for any transaction from which the director derived
an improper personal benefit, or (v) for any act or omission occurring prior to the effective date of this Article XI. If,
after the effective date of this Article XI, the Minnesota Business Corporation Act is amended to authorize the further
elimination or limitation of the liability of directors, then, in addition to the limitation on personal liability provided
herein, the liability of a director of the corporation shall be limited to the fullest extent permitted by such amended Act.
Any repeal or modification of this Article XI by the shareholders of the corporation shall be prospective only and shall
not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such
repeal or modification.
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