Best Buy 2009 Annual Report Download - page 88

(viii) Code Section 409A Provisions. Notwithstanding anything in the Plan or any Award Agreement to the contrary,
to the extent that any amount or benefit that constitutes ‘‘deferred compensation’’ to a Participant under
Section 409A of the Code and applicable guidance thereunder is otherwise payable or distributable to a
Participant under the Plan or any Award Agreement solely by reason of the occurrence of a Change in
Control or due to the Participant’s disability or separation from service, such amount or benefit will not be
payable or distributable to the Participant by reason of such circumstance unless the Committee determines in
good faith that (A) the circumstances giving rise to such Change in Control, disability or separation from
service meet the definition of a change in ownership or control, disability or separation from service, as the
case may be, in Section 409A(a)(2)(A) of the Code; or (B) the payment or distribution of such amount or
benefit would be exempt from the application of Section 409A of the Code by reason of the short-term
deferral exemption or otherwise. Any payment or distribution that otherwise would be made to a Participant
who is a Specified Employee (as determined by the Committee in good faith) on account of separation from
service may not be made before the date which is six (6) months after the date of the Specified Employee’s
separation from service unless the payment or distribution is exempt from the application of Section 409A of
the Code by reason of the short-term deferral exemption or otherwise. Notwithstanding the foregoing
provisions of this Section 6(g)(viii), Award Agreements may be written or amended in a manner that does not
satisfy the requirements of Code Section 409A (or any exemption therefrom), but only if and to the extent that
the Committee specifically provides in written resolutions that the Award Agreement or amendment is not
intended to comply with Code Section 409A.
Section 7. Amendment and Termination; Adjustments
(a) Amendments to the Plan. The Board may amend, alter, suspend, discontinue or terminate the Plan at any time;
provided, however, that, notwithstanding any other provision of the Plan or any Award Agreement, without the
approval of the shareholders of the Company, no amendment shall be made that, absent such approval:
(i) violates the rules or regulations of the New York Stock Exchange or any other securities exchange applicable
to the Company;
(ii) increases the number of shares authorized under the Plan as specified in Section 4(a) of the Plan;
(iii) increases the number of shares subject to the limitations contained in Section 4(d) of the Plan;
(iv) permits the award of Options or Stock Appreciation Rights at a price less than 100% of the Fair Market Value
of a Share on the date of grant of such Option or Stock Appreciation Right, as prohibited by Sections 6(a)(i)
and 6(b)(ii) of the Plan or the repricing of Options or Stock Appreciation Rights, as prohibited by
Section 6(g)(vii) of the Plan;
(v) expands the classes or categories of persons eligible to receive Awards under the Plan; or
(vi) would cause Section 162(m) to become unavailable with respect to the Plan.
(b) Amendments to Awards. The Committee may waive any conditions of or rights of the Company under any
outstanding Award, prospectively or retroactively. Except as otherwise provided by the terms of the Plan or an
Award Agreement, the Committee may not amend, alter, suspend, discontinue or terminate any outstanding
Award, prospectively or retroactively, if such action would adversely affect the rights of the holder of such Award,
without the consent of the Participant or holder or beneficiary thereof. The Company intends that Awards under the
Plan shall satisfy the requirements of Section 409A of the Code to avoid any adverse tax results thereunder and
the Committee shall administer and interpret the Plan and all Award Agreements in a manner consistent with that
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