Best Buy 2003 Annual Report Download - page 134

directors (regardless of any approval by the Incumbent Directors);
(iv) any person becomes after the effective date of the Plan the “beneficial owner” (as defined in Rule 13d−3 under the Exchange
Act), directly or indirectly, of (A) 20% or more, but not 50% or more, of the combined voting power of the Company’s outstanding
securities ordinarily having the right to vote at elections of directors, unless the transaction resulting in such ownership has been
approved in advance by the Incumbent Directors, or (B) 50% or more of the combined voting power of the Company’s outstanding
securities ordinarily having the right to vote at elections of directors (regardless of any approval by the Incumbent Directors); or
(v) the Incumbent Directors cease for any reason to constitute at least a majority of the Board.
(b) Incumbent Directors . For purposes of this Section 10, “Incumbent Directors” of the Company will mean any individuals
who are members of the Board on the effective date of the Plan and any individual who subsequently becomes a member of the Board
whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the
Incumbent Directors (either by specific vote or by approval of the Company’s proxy statement in which such individual is named as a
nominee for director without objection to such nomination).
(c) Acceleration of Vesting . Without limiting the authority of the Committee under Section 3(b) of the Plan, if a Change in
Control of the Company occurs, then, unless otherwise provided by the Committee in its sole discretion either in an agreement
evidencing a Restricted Stock Award at the time of grant or at any time after the grant of a Restricted Stock Award, all outstanding
Restricted Stock Awards will become immediately fully vested.
(d) Limitation on Change in Control Payments . Notwithstanding anything in Section 10(c) of the Plan to the contrary, if, with
respect to a Participant, the acceleration of the vesting of an Restricted Stock Award as provided in Section 10(c) (which acceleration
could be deemed a “payment” within the meaning of Section 280G(b)(2) of the Code), together with any other “payments” which such
Participant has the right to receive from the Company or any corporation that is a member of an “affiliated group” (as defined in
Section 1504(a) of the Code without regard to Section 1504(b) of the Code) of which the Company is a member, would constitute a
“parachute payment” (as defined in Section 280G(b)(2) of the Code), then the “payments” to such Participant pursuant to Section
10(c) of the Plan will be reduced to the largest amount as will result in no portion of such “payments” being subject to the excise tax
imposed by Section 4999 of the Code; provided, however, that if a Participant is subject to a separate agreement with the Company or
a Affiliate that expressly addresses the potential application of Sections 280G or 4999 of the Code (including, without limitation, that
“payments” under such agreement or otherwise will not be reduced or that the Participant will have the discretion to determine which
“payments” will be reduced), then the limitations of this Section 10(d) will not apply, and any “payments” to a Participant pursuant to
Section 10(c) of the Plan will be treated as “payments” arising under such separate agreement.
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Section 11. Rights of Eligible Recipients and Participants.
(a) Employment or Service. Nothing in the Plan will interfere with or limit in any way the right of the Company or any Affiliate
to terminate the employment or service of any Eligible Recipient or Participant at any time, nor confer upon any Eligible Recipient or
Participant any right to continue in the employ or service of the Company or any Affiliate.
(b) Non−Exclusivity of the Plan. Nothing contained in the Plan is intended to modify or rescind any previously approved
compensation plans or programs of the Company or create any limitations on the power or authority of the Board to adopt such
additional or other compensation arrangements as the Board may deem necessary or desirable.
Section 12. Securities Law and Other Restrictions. Notwithstanding any other provision of the Plan or any agreements entered
into pursuant to the Plan, the Company will not be required to issue any shares of Common Stock under this Plan, and a Participant
may not sell, assign, transfer or otherwise dispose of shares of Common Stock issued pursuant to Restricted Stock Awards granted
under the Plan, unless (i) there is in effect with respect to such shares a registration statement under the Securities Act and any
applicable state securities laws or an exemption from such registration under the Securities Act and applicable state securities laws,
and (ii) there has been obtained any other consent, approval or permit from any other regulatory body which the Committee, in its sole
discretion, deems necessary or advisable. The Company may condition such issuance, sale or transfer upon the receipt of any
representations or agreements from the parties involved, and the placement of any legends on certificates representing shares of
Common Stock, as may be deemed necessary or advisable by the Company in order to comply with such securities laws or other
restrictions.
Section 13. Plan Amendment, Modification and Termination. The Board may suspend or terminate the Plan or any portion
thereof at any time, and may amend the Plan from time to time in such respects as the Board may deem advisable in order that
Restricted Stock Awards under the Plan will conform to any change in applicable laws or regulations or in any other respect the Board
may deem to be in the best interests of the Company; provided, however, that no amendments to the Plan will be effective without