Best Buy 2009 Annual Report Download - page 65

• Strategic plan development and implementation. merger or other similar corporate transaction or event,
in order to prevent dilution or enlargement of the
The measure of performance may be set by reference to benefits, or potential benefits intended to be provided
an absolute standard or a comparison to specified under the amended Omnibus Plan.
companies or groups of companies, or other external
measures, and may be applied at individual or May the amended Omnibus Plan be amended further?
organizational levels. In any calendar year, the Yes. The Board of Directors may amend, alter, suspend,
maximum aggregate amount payable under discontinue or terminate the amended Omnibus Plan at
performance awards to any employee covered by Code any time, except that prior shareholder approval will be
Section 162(m) will be $10 million in value under the required for any amendment to the amended Omnibus
amended Omnibus Plan, whether paid in cash, shares Plan that:
or other property, with that dollar amount to increase
• Requires shareholder approval under the rules or
after 2009 by 5% per year.
regulations of the NYSE or any other securities
Dividend Equivalents. The holder of a dividend exchange that are applicable to us;
equivalent award will be entitled to receive payments (in
• Increases the number of shares of common stock
cash, shares of our common stock, other securities or
authorized under the amended Omnibus Plan
other property) equivalent to the amount of cash
(except in the case of a stock split or other
dividends paid by us to our shareholders, with respect to
recapitalization);
the number of shares of common stock determined by
the Compensation Committee. Dividend equivalents will • Increases the number of shares of common stock
be subject to other terms and conditions determined by subject to the award limitations described above
the Compensation Committee. under ‘‘How Many Shares Are Available for
Issuance Under the Amended Omnibus Plan?’’
Other Stock Awards. The Compensation Committee (except in the case of a stock split or other
may grant unrestricted shares of our common stock, recapitalization);
subject to terms and conditions determined by the
Compensation Committee and the amended Omnibus • Permits repricing of outstanding stock options or
Plan limitations. SARs (except in the case of a stock split or other
recapitalization);
May awards be transferred?
• Permits the award of stock options or SARs with
Unless otherwise provided by the amended Omnibus an exercise price less than 100% of the fair
Plan, no award (other than shares of unrestricted stock) market value of a share of our common stock on
granted under the amended Omnibus Plan, and no the date of grant (except to satisfy legal
right under any such award, will be transferable by a requirements of foreign jurisdictions or if the
participant either (a) for any consideration or (b) without award is in substitution for an award previously
consideration except by will or by the laws of descent granted by an entity acquired by us);
and distribution.
• Expands the classes or categories of persons
May awards be re-priced? eligible to receive awards under the amended
Without the approval of our shareholders, no option or Omnibus Plan; or
SAR may be amended to reduce its initial exercise or • Would cause the performance-based
grant price, and no option or SAR may be canceled and compensation exception under Section 162(m) of
replaced with an option, SAR or other award having a the Code to become unavailable with respect to
lower exercise price, except in connection with a stock awards under the amended Omnibus Plan.
dividend or other distribution, including a stock split,
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