Best Buy 2010 Annual Report Download - page 63

CERTAIN RELATIONSHIPS AND RELATED-PARTY
TRANSACTIONS
It is our policy not to participate in material related-party fees to RKMC during fiscal 2010. In light of
transactions with officers, directors, controlling persons Mr. Kaplan’s relationship with RKMC, the Board
and other insiders unless the transaction provides us approved the transactions with RKMC and our
with a demonstrable incremental benefit and the terms continued business dealings with the firm.
are competitive with terms available from unaffiliated Jane K. Kirshbaum, Mr. Kaplan’s daughter, is employed
third-parties. with us as Senior Corporate Counsel. Ms. Kirshbaum’s
Pursuant to our Related Party Transactions Policy, if a base salary for fiscal 2010 was $159,000, and she was
related party transaction (as defined by SEC rules and eligible for a short-term incentive award, payable in
the policy) involving an amount greater than $120,000 cash, with a target payout of 30% of her base salary.
is proposed, members of the Audit Committee who have Ms. Kirshbaum’s total cash compensation for fiscal
no financial interest in the transaction review the 2010 was $233,669. Also during fiscal 2010, we
transaction to determine whether the necessary awarded Ms. Kirshbaum options to purchase
incremental benefit is present and whether the 1,388 shares of Best Buy common stock at an exercise
transaction should be recommended to the Board for price of $32.98 per share, options to purchase
approval. Members of the Board who have no financial 347 shares of Best Buy common stock at an exercise
interest in the transaction then review and, if price of $37.59 per share, and options to purchase
appropriate, approve the transaction. In addition, 347 shares of Best Buy common stock at an exercise
ongoing related-party transactions are reviewed annually price of $39.73 per share. The stock options expire in
by the Board to ensure that such transactions continue June 2019, September 2019 and January 2020,
to provide the necessary incremental benefit to us. respectively, and vest ratably over four years.
We have a policy of not participating in real estate Michael J. Stillman, Mr. Kaplan’s step-son, is employed
transactions with officers, directors, controlling persons by us as Vice President — Business Development.
and other insiders unless they are approved by the Mr. Stillman’s base salary for fiscal 2010 was $214,000
members of the Board who have no financial interest in and he was eligible for a short-term incentive award,
the transaction. The Board must determine that any real payable in cash, with a target payout of 45% of his
estate transaction with an insider has terms that are base salary. Mr. Stillman’s total cash compensation for
competitive with terms available from unaffiliated third- fiscal 2010 was $364,491. Also during fiscal 2010, we
parties. awarded Mr. Stillman options to purchase 4,250 shares
of Best Buy common stock at an exercise price of
We do not have any credit arrangements between our $32.98 per share, options to purchase 2,125 shares of
officers, directors, controlling persons and other insiders. Best Buy common stock at an exercise price of $37.59
per share, and options to purchase 2,125 shares of
Elliot S. Kaplan Best Buy common stock at an exercise price of $39.73
Elliot S. Kaplan, director and our Secretary, is a partner per share. The stock options expire in June 2019,
with the law firm of Robins, Kaplan, Miller & Ciresi L.L.P. September 2019 and January 2020, respectively, and
(‘‘RKMC’’), which serves as our primary external general vest ratably over four years.
counsel. The Board reviews the fees we pay to RKMC Mr. Kaplan’s family members were compensated at
annually to ensure that they are competitive with fees levels comparable to the compensation paid to
charged by other law firms comparable in size and non-family members in similar positions at our company.
expertise. We paid approximately $8.5 million in legal
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