Best Buy 2003 Annual Report Download - page 105

optionee other than the return to optionee of amounts tendered to the Company upon exercise of the option.
J. Effective Date and Termination of the Plan.
The Plan shall become effective as of April 18, 1997, if approved thereafter by the Company’s shareholders. The Plan shall
terminate on the earliest of:
(1) The date when all the shares available under the Plan shall have been acquired through the exercise of options granted under
the Plan; or
(2) Ten (10) years after the date of approval of the Plan by the Company’s shareholders; or
(3) Such other earlier date as the Board may determine.
K. Withholding Taxes.
The Companies shall have the right to take any action that may be necessary in the opinion of the Companies to satisfy all
obligations for the payment of any federal, state or local taxes of any kind, including FICA taxes, required by law to be withheld with
respect to the exercise of an option granted hereunder. If stock is withheld or surrendered to satisfy tax withholding, such stock shall
be the Fair Market Value of the Company’s common stock on the date of exercise; provided, however, that no stock may be withheld
or surrendered to satisfy tax withholding obligations under applicable laws of Canada or any province thereof.
L. Fair Market Value.
“Fair Market Value” shall mean the last reported sale price of the Company’s common stock on the date of grant, as quoted
on by the New York Stock Exchange. If the Company’s common stock ceases to be listed for trading on the New York Stock
Exchange, “Fair Market Value” shall mean the value determined in good faith by the Board.
5
M. Compliance with Rule 16b−3 and Section 162(m).
With respect to employees subject to Section 16 of the Securities Exchange Act of 1934, as amended, or Section 162(m) of
the Code, transactions under the Plan are intended to comply with all applicable conditions of such Rule 16b−3 and avoid loss of the
deduction referred to in paragraph (1) of such Section 162(m). Anything in the Plan to the contrary notwithstanding, to the extent any
provision of the Plan or action by the Committee fails to so comply or avoid the loss of such deduction, it shall be deemed null and
void, to the extent permitted by law and deemed advisable by the Committee.
N. Deferral of Option Gain.
Participants in the Company’s Deferred Compensation Plan, effective as of April 1, 1998 (the “Deferred Compensation
Plan”), may be able to defer the gain, if any, upon exercise of options granted hereunder pursuant to and in accordance with the terms
of the Deferred Compensation Plan. To the extent that the Deferred Compensation Plan permits a participant to defer any gain with
respect to an option, the Exercise Price must be satisfied utilizing shares of the Company’s common stock held at least six months
prior to exercise. In the event a deferral election is made with respect to an option, if the optionee is unable to deliver the requisite
number of shares of the Company’s common stock to cover the full Exercise Price prior to the expiration of such option, the portion of
the option that corresponds to the portion of the full Exercise Price not covered shall be forfeited.
O. Form of Option.
Options shall be issued in substantially the form as the Committee or the Board may approve.
6