Best Buy 2003 Annual Report Download - page 103

continuously for a period of not less than ten (10) years. The Committee shall grant to such participants options to purchase shares in
such amounts as the Committee shall from time to time determine.
D. Shares Subject to the Plan.
Subject to adjustment as provided in Section E. herein, an aggregate of 60,000,000 shares of $0.10 par value common stock
of the Company shall be subject to this Plan from authorized but unissued shares of the Company. Such number and kind of shares
shall be appropriately adjusted in the event of any one or more stock splits, reverse stock splits or stock dividends hereafter paid or
declared with respect to such stock. If, prior to the termination of the Plan, shares issued pursuant hereto shall have been repurchased
by the Company pursuant to this Plan, such repurchased shares shall again become available for issuance under the Plan.
Any shares which, after the effective date of this Plan, shall become subject to valid outstanding options under this Plan
may, to the extent of the release of any such shares from option by termination or expiration of option(s) without valid exercise, be
made the subject of additional options under this Plan.
E. Adjustments Upon Changes in Capitalization.
In the event of a merger, consolidation, reorganization, stock dividend, stock split, or other change in corporate structure or
capitalization affecting the common stock of the Company, an appropriate adjustment may be made in the number and kind of shares
subject to and the exercise prices of options granted under the Plan as determined by the Committee.
F. Terms and Conditions of Options.
The Committee shall have the power, subject to the limitations contained in this Plan, to prescribe any terms and conditions
in respect of the granting or exercise of any option under this Plan and, in particular, shall prescribe the following terms and
conditions:
(1) Each option shall state the number of shares to which it pertains.
(2) The price at which shares shall be sold to participants hereunder (the “Exercise Price”) shall be the Fair Market Value of the
Company’s common stock on the date of grant. Except as otherwise provided herein, payment of the Exercise Price shall be made (a)
if payment is made by check payable to the Company, at the time the shares are sold hereunder, or (b) if payment is made pursuant to
an irrevocable election to surrender outstanding shares of common stock of the Company which have a Fair Market Value on the date
of surrender equal to the Exercise Price of the shares as to which the option is being exercised, no later than the settlement date for the
shares sold in the market to cover the Exercise Price, or (c) by a combination thereof, unless an option is exercised in connection with
a deferral election pursuant to the Deferred Compensation Plan, defined below, in which case payment of the Exercise Price shall be
made as provided in Section N herein. However, the provisions of subparts (b) and (c) of this
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Section F.(2) shall not be applicable to options granted to directors, officers or employees of Companies that are resident in Canada
within the meaning of applicable federal or provincial tax laws of that country.
(3) The vested portion of an option shall be exercisable in whole or in part with respect to the shares included therein until the
earlier of (a) the close of business on the tenth day prior to the proposed effective date of (i) any merger or consolidation of the
Company with any other corporation or entity as a result of which the holders of the common stock of the Company will own less than
a majority voting control of the surviving corporation; (ii) any sale of substantially all of the assets of the Companies or (iii) any sale
of common stock of the Company to a person not a shareholder on the date of issuance of the option who thereby acquires majority
voting control of the Company, subject to any such transaction actually being consummated, or (b) the close of business on the date
ten (10) years after the date the option was granted. The Company shall give written notice to the optionee not less than 30 days prior
to the proposed effective date of any of the transactions described in (a) above.
(4) Except in the event of disability, death or normal retirement, an option shall be exercisable with respect to the shares
included therein not earlier than the date one (1) year following the date of grant of the option, nor later than the date ten (10) years
following the date of grant of the option; provided, however, that during the second through fourth years following the date of grant,
the optionee may exercise such optionee’s right to acquire only twenty–five percent (25%) of the shares subject to such option
together with any shares that the optionee had previously been able to acquire; and provided further, however, that in the event of a
change in status of an employee from full−time or part−time to occasional/seasonal, such employee shall continue to have the right to
exercise an option following such change in status but only to the extent of the shares available for acquisition on the date of such
change in status (the “Change in Status Date”).