Best Buy 2003 Annual Report Download - page 108

1.8 “Bonus” shall mean any compensation, in addition to Base Annual Salary relating to services performed during any calendar
year, whether or not paid in such calendar year or included on the Federal Income Tax Form W−2 for such calendar year, payable to a
Participant as an Employee under any Employer’s bonus and cash incentive plans, excluding stock options.
1.9 “Business Day” shall mean any day other than Saturday, Sunday or any legal holiday observed by the New York Stock
Exchange.
1.10 “Change in Control” shall mean the first to occur of any of the following events:
(a) Any “person” (as that term is used in Section 13 and 14(d)(2) of the Securities Exchange Act of 1934 (“Exchange Act”))
becomes the beneficial owner (as that term is used in Section 13(d) of the Exchange Act), directly or indirectly, of fifty percent (50%)
or more of the Company’s capital stock entitled to vote in the election of directors;
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(b) During any period of not more than two consecutive years, not including any period prior to the adoption of this Plan,
individuals who at the beginning of such period constitute the board of directors of the Company, and any new director (other than a
director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (a),
(c), (d) or (e) of this Section) whose election by the board of directors or nomination for election by the Company’s stockholders was
approved by a vote of at least three−fourths (¾ths) of the directors then still in office who either were directors at the beginning of the
period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority
thereof;
(c) The shareholders of the Company approve any consolidation or merger of the Company, other than a consolidation or
merger of the Company in which the holders of the common stock of the Company immediately prior to the consolidation or merger
hold more than fifty percent (50%) of the common stock of the surviving corporation immediately after the consolidation or merger;
(d) The shareholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company; or
(e) The shareholders of the Company approve the sale or transfer of all or substantially all of the assets of the Company to
parties that are not within a “controlled group of corporations” (as defined in Code Section 1563) in which the Company is a member.
1.11 “Claimant” shall have the meaning set forth in Section 14.1.
1.12 “Code” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.
1.13 “Committee” shall mean the committee described in Article 12.
1.14 “Company” shall mean Best Buy Co., Inc., a Minnesota corporation, and any successor to all or substantially all of the
Company’s assets or business.
1.15 “Company Contribution Account” shall mean (i) the sum of the Participant’s Company Contribution Amounts, plus or
minus (ii) amounts credited or debited in accordance with all the applicable crediting and debiting provisions of this Plan that relate to
the Participant’s Company Contribution Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant
to this Plan that relate to the Participant’s Company Contribution Account.
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1.16 “Company Contribution Amount” shall mean, for any one Plan Year, the amount determined in accordance with Section 3.5.
1.17 “Company Matching Account” shall mean (i) the sum of all of a Participant’s Company Matching Amounts, plus or minus
(ii) amounts credited or debited in accordance with all the applicable crediting and debiting provisions of this Plan that relate to the
Participant’s Company Matching Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this
Plan that relate to the Participant’s Company Matching Account.
1.18 “Company Matching Amount” for any one Plan Year shall be the amount determined in accordance with Section 3.6.
1.19 “Deduction Limitation” shall mean the following described limitation on a benefit that may otherwise be distributable
pursuant to the provisions of this Plan. Except as otherwise provided, this limitation shall be applied to all distributions that are
“subject to the Deduction Limitation” under this Plan. If the Company determines in good faith prior to a Change in Control that there
is a reasonable likelihood that any compensation paid to a Participant for a taxable year of the Employer would not be deductible by
the Employer solely by reason of the limitation under Code Section 162(m), then to the extent deemed necessary by the Company to