Best Buy 2009 Annual Report Download - page 62

been designed to meet the requirements of deferred automatically or at the election of either the
Section 162(m) of the Code regarding the deductibility holder of the award or the committee, if any such
of executive compensation and to minimize the risk of deferral complies with or is exempt from Code
premature income taxes and related penalties on Section 409A. Subject to the provisions of the amended
participating employees under Section 409A of the Omnibus Plan, the committee may amend or waive the
Code. terms and conditions, or accelerate the exercisability, of
an outstanding award. The Compensation Committee
The following summary is qualified in its entirety by has authority to interpret the amended Omnibus Plan
reference to the full text of the amended Omnibus Plan. and to establish rules and regulations for the
A copy of the amended Omnibus Plan may be obtained administration of the plan. In addition, the Board may
from us free of charge upon written request and is also exercise the powers of the committee at any time, except
available on our Web site at www.BestBuy.com — under with respect to the grant of awards to our executive
‘‘Company Information,’’ after selecting the ‘‘For Our officers.
Investors’’ link.
How many shares will be available for issuance under
Who is eligible to receive awards under the amended the amended Omnibus Plan?
Omnibus Plan?
The aggregate number of shares of our common stock
Eligible recipients under the amended Omnibus Plan that may be issued under all equity-based awards made
include any employee, officer, consultant, advisor or under the amended Omnibus Plan will be 51.5 million.
director providing services to us or to any of our Certain awards under the amended Omnibus Plan will
affiliates, who is selected by the Compensation be subject to further limitations as follows:
Committee of the Board. As of February 28, 2009,
approximately 120,000 employees were eligible to • The maximum number of shares of common
participate in the amended Omnibus Plan. stock that may be awarded under the amended
Omnibus Plan pursuant to grants of restricted
What is the term of the amended Omnibus Plan? stock, restricted stock units and stock awards will
Unless discontinued or terminated by the Board, the be 21 million.
amended Omnibus Plan will expire on June 23, 2014. • The maximum number of shares of common
No awards may be made after that date. However, stock that may be awarded under the amended
unless otherwise expressly provided in an applicable Omnibus Plan pursuant to grants of incentive
award agreement, any award granted under the stock options that are subject to the provisions of
amended Omnibus Plan, and before expiration of the Section 422 or 424 of the Code, will be
plan, may extend beyond the end of such period 51.5 million.
through the award’s normal expiration date.
• In any calendar year, no person may be granted
How is the amended Omnibus Plan administered? under the amended Omnibus Plan any stock
The Compensation Committee will administer the options, SARs or other awards, the value of
amended Omnibus Plan and will have full power and which is based solely on an increase in the value
authority to determine when and to whom awards will of our common stock after the date of grant of
be granted, and the type, amount, form of payment and the award, that exceed 1.5 million shares of
other terms and conditions of each award, consistent common stock in the aggregate.
with the provisions of the amended Omnibus Plan. In • In any calendar year, the maximum aggregate
addition, the Compensation Committee can specify amount payable under performance awards to
whether, and under what circumstances, awards to be any employee who is covered by Code
received under the amended Omnibus Plan may be Section 162(m) will be $10 million in value
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