Best Buy 2003 Annual Report Download - page 132

(b) Vesting of Restricted Stock Awards. The shares of Common Stock subject to a Restricted Stock Award shall vest, and the
forfeiture provisions and restrictions on transfer set forth in this Plan shall terminate, as determined by the Committee in its sole
discretion, subject to the following:
(i) No more than twenty−five percent (25%) of the shares will vest upon grant of the Restricted Stock Award;
(ii) No more than an additional twenty−five percent (25%) of the shares will vest on the first anniversary of the date of
grant of the Restricted Stock Award, if the Participant has remained in the continuous employ or service of the Company or one of its
Affiliates;
3
(iii) No more than an additional twenty−five percent (25%) of the shares will vest on the second anniversary of the date of
grant of the Restricted Stock Award, if the Participant has remained in the continuous employ or service of the Company or one of its
Affiliates;
(iv) No more than an additional twenty−five percent (25%) of the shares will vest on the third anniversary of the date of
grant of the Restricted Stock Award, if the Participant has remained in the continuous employ or service of the Company or one of its
Affiliates;
The Committee may impose such restrictions or conditions, not inconsistent with the provisions of the Plan, to the vesting of such
Restricted Stock Awards as it deems appropriate.
(c) Rights as a Shareholder. Except as provided in Sections 6(a), 6(d) and 6(e) of the Plan or under the terms of any agreement
evidencing a Restricted Stock Award, a Participant will have all voting, dividend, liquidation and other rights with respect to shares of
Common Stock issued to the Participant as a Restricted Stock Award under this Section 6 upon the Participant becoming the holder of
record of such shares as if such Participant were a holder of record of shares of unrestricted Common Stock.
(d) Dividends and Distributions. Unless the Committee determines otherwise in its sole discretion (either in the agreement
evidencing the Restricted Stock Award at the time of grant or at any time after the grant of the Restricted Stock Award), any dividends
or distributions (including regular quarterly cash dividends, if any) paid with respect to shares of Common Stock subject to the
unvested portion of a Restricted Stock Award will be subject to the same restrictions as the shares to which such dividends or
distributions relate. In the event the Committee determines not to pay such dividends or distributions currently, the Committee will
determine in its sole discretion whether any interest will be paid on such dividends or distributions. In addition, the Committee in its
sole discretion may require such dividends and distributions to be reinvested (and in such case the Participants consent to such
reinvestment) in shares of Common Stock that will be subject to the same restrictions as the shares to which such dividends or
distributions relate. All stock dividends, stock rights, and stock issued upon split−ups or reclassifications of shares of Common Stock
shall be subject to the same restrictions as the shares with respect to which such stock dividends, rights, or additional shares are issued,
and may be held in custody as provided in Section 6(f).
(e) Restrictions on Transfer. Except pursuant to testamentary will or the laws of descent and distribution or as otherwise
expressly permitted by the Plan or agreement evidencing a Restricted Stock Award, no right or interest of any Participant in a
Restricted Stock Award prior to the vesting of such Restricted Stock Award will be assignable or transferable, or subjected to any lien,
during the lifetime of the Participant, either voluntarily or involuntarily, directly or indirectly, by operation of law or otherwise.
(f) Enforcement of Restrictions. To enforce the restrictions referred to in this Section 6, the Committee may require the
Participant, until the restrictions have lapsed, to keep
4
the stock certificates, together with duly endorsed stock powers, in the custody of the Company or its transfer agent or to maintain
evidence of stock ownership, together with duly endorsed stock powers, in a non−certificated book−entry stock account with the
Company’s transfer agent.
(g) Certificates. A recipient of a Restricted Stock Award shall be issued a certificate or certificates evidencing the shares subject
to such Restricted Stock Award. Such certificates shall be registered in the name of the Participant, and may bear an appropriate
legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock Award, which legend shall be in
substantially the following form:
“The transferability of this certificate and the shares represented hereby are subject to the terms and conditions (including forfeiture)
of the Best Buy Co., Inc. 2000 Restricted Stock Award Plan and an Agreement entered into between the registered owner and Best