Best Buy 2003 Annual Report Download - page 133

Buy Co., Inc. Copies of such Plan and Agreement are on file in the corporate offices of Best Buy Co., Inc.”
(h) Gifts, Etc. Notwithstanding any other provision of this Section 6, the Committee may permit a gift of shares subject to a
Restricted Stock Award to the holder’s spouse, child, stepchild, grandchild or legal dependent, or to a trust whose sole beneficiary or
beneficiaries shall be the holder and/or any one or more of such persons; provided, that the donee shall have entered into an agreement
with the Company pursuant to which it agrees that such shares shall be subject to the same restrictions in the hands of such donee as it
was in the hands of the donor.
Section 7. Agreements. Each Restricted Stock Award granted pursuant to the Plan shall be evidenced by an agreement setting
forth the terms and conditions upon which it is granted. Subject to the limitations set forth in the Plan, the Committee may amend any
such agreement to modify the terms or conditions governing the Restricted Stock Award evidenced thereby.
Section 8. Effect of Termination of Employment or Other Service.
(a) Termination Due to Death, Disability or Retirement. Except as provided in any agreement evidencing an Restricted Stock
Award, in the event a Participant’s employment or other service with the Company and all Affiliates is terminated by reason of death,
Disability or Retirement, all Restricted Stock Awards then held by the Participant will become fully vested.
(b) Termination for Reasons Other than Death, Disability or Retirement. Except as provided in any agreement evidencing an
Restricted Stock Award, in the event a Participant’s employment or other service is terminated with the Company and all Affiliates for
any reason other than death, Disability or Retirement, all Restricted Stock Awards then held by the Participant that have not vested
will be terminated and forfeited.
(c) Modification of Rights Upon Termination. Notwithstanding the other provisions of this Section 8, upon a Participant’s
termination of employment or other service with the Company and all Affiliates, the Committee may, in its sole discretion (which may
be
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exercised at any time on or after the date of grant, including following such termination), cause Restricted Stock Awards then held by
such Participant to vest and/or continue to vest following such termination of employment or service, in each case in the manner
determined by the Committee.
(d) Date of Termination of Employment or Other Service. Unless the Committee otherwise determines in its sole discretion, a
Participant’s employment or other service will, for purposes of the Plan, be deemed to have terminated on the date recorded on the
personnel or other records of the Company or the Affiliate for which the Participant provides employment or other service, as
determined by the Committee in its sole discretion based upon such records.
Section 9. Payment of Withholding Taxes.
The Company is entitled to (i) withhold and deduct from future wages of the Participant (or from other amounts that may be due and
owing to the Participant from the Company or a Affiliate), or make other arrangements for the collection of, all legally required
amounts necessary to satisfy any and all federal, state and local withholding and employment−related tax requirements attributable to
a Restricted Stock Award, including, without limitation, the grant, vesting of, or payment of dividends with respect to, a Restricted
Stock Award, or (ii) require the Participant promptly to remit the amount of such withholding to the Company before taking any
action, including issuing any shares of Common Stock, with respect to a Restricted Stock Award.
Section 10. Change in Control.
(a) Change in Control. For purposes of this Section 10, a “Change in Control” of the Company will mean the following:
(i) the sale, lease, exchange or other transfer, directly or indirectly, of substantially all of the assets of the Company (in one
transaction or in a series of related transactions) to a person or entity that is not controlled by the Company,
(ii) the approval by the shareholders of the Company of any plan or proposal for the liquidation or dissolution of the Company;
(iii) a merger or consolidation to which the Company is a party if the shareholders of the Company immediately prior to
effective date of such merger or consolidation have “beneficial ownership” (as defined in Rule 13d−3 under the Exchange Act),
immediately following the effective date of such merger or consolidation, of securities of the surviving corporation representing (A)
more than 50%, but not more than 80%, of the combined voting power of the surviving corporation’s then outstanding securities
ordinarily having the right to vote at elections of directors, unless such merger or consolidation has been approved in advance by the
Incumbent Directors (as defined in Section 10(b) below), or (B) 50% or less of the combined voting power of the surviving
corporation’s then outstanding securities ordinarily having the right to vote at elections of
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