Best Buy 2009 Annual Report Download - page 81

(y) ‘‘Restricted Stock Unit’’ shall mean any unit granted under Section 6(c) of the Plan evidencing the right to receive
a Share (or a cash payment equal to the Fair Market Value of a Share) at some future date.
(z) ‘‘Rule 16b-3’’ shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission under the
Exchange Act, or any successor rule or regulation.
(aa) ‘‘Section 162(m)’’ shall mean Section 162(m) of the Code and the applicable Treasury Regulations promulgated
thereunder.
(bb) ‘‘Share’’ or ‘‘Shares’’ shall mean a share or shares of common stock, $.10 par value per share, of the Company
or such other securities or property as may become subject to Awards pursuant to an adjustment made under
Section 4(c) of the Plan.
(cc) ‘‘Specified Employee’’ shall mean a specified employee as defined in Section 409A(a)(2)(B) of the Code.
(dd) ‘‘Stock Appreciation Right’’ shall mean any right granted under Section 6(b) of the Plan.
Section 3. Administration
(a) Power and Authority of the Committee. The Plan shall be administered by the Committee. Subject to the express
provisions of the Plan and to applicable law, the Committee shall have full power and authority to: (i) designate
Participants; (ii) determine the type or types of Awards to be granted to each Participant under the Plan;
(iii) determine the number of Shares to be covered by (or the method by which payments or other rights are to be
determined in connection with) each Award; (iv) determine the terms and conditions of any Award or Award
Agreement; (v) amend the terms and conditions of any Award or Award Agreement and accelerate the
exercisability of any Option or waive any restrictions relating to any Award; (vi) determine whether, to what extent
and under what circumstances Awards may be exercised in cash, Shares, other securities, other Awards or other
property, or canceled, forfeited or suspended; (vii) determine whether, to what extent and under what
circumstances cash, Shares, other securities, other Awards, other property and other amounts payable with respect
to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or the
Committee; (viii) interpret and administer the Plan and any instrument or agreement, including any Award
Agreement, relating to the Plan; (ix) establish, amend, suspend or waive such rules and regulations and appoint
such agents as it shall deem appropriate for the proper administration of the Plan; and (x) make any other
determination and take any other action that the Committee deems necessary or desirable for the administration
of the Plan. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and
other decisions under or with respect to the Plan or any Award or Award Agreement shall be within the sole
discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon any
Eligible Person and any holder or beneficiary of any Award.
(b) Power and Authority of the Board. Notwithstanding anything to the contrary contained herein, (i) the Board may, at
any time and from time to time, exercise the powers and duties of the Committee under the Plan without any
further action of the Committee, unless the exercise of such powers and duties by the Board would cause the Plan
not to comply with the requirements of Section 162(m); and (ii) only the Committee (or another committee of the
Board comprised of directors who qualify as independent directors within the meaning of the independence rules
of the New York Stock Exchange or any other securities exchange applicable to the Company) may grant Awards
to Directors who are not also employees of the Company or an Affiliate.
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