Best Buy 2009 Annual Report Download - page 82

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Section 4. Shares Available for Awards
(a) Shares Available. Subject to adjustment as provided in Section 4(c) of the Plan, the aggregate number of Shares
that may be issued under the Plan shall be 51,500,000.
(b) Accounting for Awards. For purposes of this Section 4, if an Award entitles the holder thereof to receive or
purchase Shares, the number of Shares covered by such Award or to which such Award relates shall be counted
on the date of grant of such Award against the aggregate number of Shares available for granting Awards under
the Plan. If an Award terminates or is forfeited or cancelled without the issuance of any Shares, or if any Shares
covered by an Award or to which an Award relates are not issued for any other reason, then the number of Shares
counted against the aggregate number of Shares available under the Plan with respect to such Award, to the
extent of any such termination, forfeiture, cancellation or other event, shall again be available for granting Awards
under the Plan. If Shares of Restricted Stock are forfeited or otherwise reacquired by the Company prior to vesting,
whether or not dividends have been paid on such Shares, then the number of Shares counted against the
aggregate number of Shares available under the Plan with respect to such Award of Restricted Stock, to the extent
of any such forfeiture or reacquisition by the Company, shall again be available for granting Awards under the
Plan. Shares that are withheld in full or partial payment to the Company of the purchase or exercise price relating
to an Award or in connection with the satisfaction of tax obligations relating to an Award (other than an Incentive
Stock Option) shall again be available for granting Awards under the Plan. Any previously issued Shares that are
used by a Participant as full or partial payment to the Company of the purchase or exercise price relating to an
Award or in connection with the satisfaction of tax obligations relating to an Award shall again be available for
granting Awards under the Plan.
(c) Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other
securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation,
split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of
warrants or other rights to purchase Shares or other securities of the Company or other similar corporate
transaction or event affects the Shares such that an adjustment is necessary in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available under the Plan, then the
Committee shall adjust any or all of (i) the number and type of Shares (or other securities or other property) that
thereafter may be made the subject of Awards, (ii) the number and type of Shares (or other securities or other
property) subject to outstanding Awards, (iii) the purchase price or exercise price with respect to any Award and
(iv) the limitations contained in Section 4(d) of the Plan.
(d) Award Limitations Under the Plan.
(i) Section 162(m) Limitation for Certain Types of Awards. No Eligible Person may be granted Options, Stock
Appreciation Rights or any other Award or Awards under the Plan, the value of which Award or Awards is
based solely on an increase in the value of the Shares after the date of grant of such Award or Awards, for
more than 1,500,000 Shares (subject to adjustment as provided in Section 4(c) of the Plan) in the aggregate
in any taxable year.
(ii) Section 162(m) Limitation for Performance Awards. If a Participant is a ‘‘covered employee’’ as defined under
Section 162(m) (a ‘‘Covered Employee’’) for any taxable year of the Participant in which a Performance
Award (or portion thereof) is payable to the Participant, the maximum amount payable in the aggregate to the
Participant during that year pursuant to all Performance Awards, shall be $5,000,000 in value, whether
payable in cash, Shares or other property; and such amount shall be increased annually (as of each
January 1st after the date of the Plan amendment in 2009) at a fixed percentage rate of 5% (the ‘‘Annual
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