Best Buy 2009 Annual Report Download - page 63

under the amended Omnibus Plan, whether paid • Restricted stock and restricted stock units,
in cash, shares or other property, with that dollar • Performance awards of cash, stock or property,
amount to increase after 2009 by 5% per year.
• Dividend equivalents, and
• Our non-employee directors, as a group, may
• Other stock grants.
not be granted awards in the aggregate of more
than 5% percent of the shares of common stock Under the amended Omnibus Plan, awards may be
available for awards under the amended granted alone, in addition to, in combination with or in
Omnibus Plan. substitution for, any other award granted under the
amended Omnibus Plan or any other compensation
• No non-employee director may be granted an
plan. Awards can be granted for no cash consideration
award under the amended Omnibus Plan unless
or for cash or other consideration as determined by the
all non-employee directors receive an award with
Compensation Committee or as required by applicable
the same terms and conditions, except where the
law. Awards may provide that upon the grant or exercise
award is compensation for service on a
thereof, the holder will receive cash, shares of our
committee of the Board and all members of that
common stock or other securities, or property, or any
committee receive an award with the same terms
combination of these in a single payment, in
and conditions, or the award is made in
installments or on a deferred basis. The exercise price
connection with the director’s initial appointment
per share of common stock under any stock option and
to the Board. Only the Compensation Committee
the grant price of any SAR may not be less than the fair
(or another independent committee of the Board)
market value of a share of common stock on the date
may grant awards to directors who are not also
of grant of such option or SAR, except to satisfy legal
employees of Best Buy or an affiliate.
requirements of foreign jurisdictions or if the award is in
The Compensation Committee may adjust the number substitution for an award previously granted by an entity
of shares of common stock and share limits described acquired by us. Determinations of fair market value
above in the case of a stock dividend or other under the amended Omnibus Plan will be made in
distribution, including a stock split, merger or other accordance with methods and procedures established by
similar corporate transaction or event, in order to the Compensation Committee and intended to comply
prevent dilution or enlargement of the benefits or with or be exempt from Code Section 409A. The term
potential benefits intended to be provided under the of awards will not be longer than 10 years from the
amended Omnibus Plan. date of grant.
If any shares of our common stock subject to any award Stock Options. The holder of an option will be entitled
or to which an award relates are forfeited or are to purchase a number of shares of our common stock
reacquired by us, or if any award terminates without the at a specified exercise price during a specified time
delivery of any shares, the shares previously set aside for period, all as determined by the Compensation
such awards will be available for future awards under Committee. The option exercise price may be payable
the amended Omnibus Plan. either in cash or, at the discretion of the Compensation
What types of awards can be issued under the amended Committee, in other securities or other property having
Omnibus Plan? a fair market value on the exercise date equal to the
exercise price. Those securities may include shares of
The amended Omnibus Plan permits the granting of:
common stock already held by the person exercising the
• Stock options (including both incentive and option or, in the case of non-qualified option, shares to
non-qualified stock options), be received upon exercise of the option.
• SARS,
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