Best Buy 2009 Annual Report Download - page 83

Performance Award Limit’’). The Annual Performance Award Limit does not apply to any Award subject to the
limitation contained in Section 4(d)(i) of the Plan. Further, the Annual Performance Award Limit applies only to
Performance Awards granted under this Plan; and shall apply to any Performance Award that was granted
under this Plan before the effective date of this Section 4(d)(ii), as amended in 2009, only to the extent
provided in the Award Agreement evidencing that Performance Award. Any limitations on awards granted to
the Participant under any other executive incentive plan maintained by the Company (a ‘‘Non-Plan Award’’)
will be governed solely by the terms of such other plan; provided, however, that, if any amount is payable to
the Participant during a given year under a Non-Plan Award that is subject to Code Section 409A, and the
terms of the Non-Plan Award permit or require the Company or any Affiliate (or its delegate) to delay beyond
that year the payment of any portion of such Non-Plan Award to comply with Section 162(m), the Company
shall cause payment of such portion to be delayed for that purpose.
If the Committee reasonably anticipates, on or before any date on which a Performance Award (or portion
thereof) is payable to a Participant, that the Participant will be a Covered Employee for the taxable year in
which that amount is payable, the Committee will apply the Annual Performance Award Limit to that amount
and any other Performance Award amount otherwise payable to the Participant during that year; provided,
however, that if the Committee determines at any later time during the year that the Participant is not a
Covered Employee for that year, due to a termination of employment or for any other reason, the Committee
will direct payment to the Participant of any portion of a Performance Award or Performance Awards that
would have been payable during that year or any prior year, but was deferred to comply with the Annual
Performance Award Limit, as set forth in this Section 4(d)(ii); and such payment of deferred Performance
Award amounts shall be made no later than the last day of the Participant’s first taxable year for which the
Participant is not a Covered Employee, unless that payment is delayed beyond that year under Section 7(b) of
this Plan, to the extent permitted by or as required to comply with Code Section 409A.
(iii) Plan Limitation on Restricted Stock, Restricted Stock Units, Dividend Equivalents and Other Stock Grants. No
more than 21,000,000 Shares, subject to adjustment as provided in Section 4(c) of the Plan, shall be
available under the Plan for issuance pursuant to grants of Restricted Stock, Restricted Stock Units, Dividend
Equivalents paid in Shares and Other Stock Grants; provided, however, that if any Awards of Restricted Stock
Units terminate or are forfeited or cancelled without the issuance of any Shares or 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 Shares subject to such termination, forfeiture, cancellation or reacquisition by
the Company shall again be available for grants of Restricted Stock, Restricted Stock Units and Other Stock
Grants for purposes of this limitation on grants of such Awards.
(iv) Limitation on Awards Granted to Non-Employee Directors. Directors who are not also employees of the
Company or an Affiliate may not be granted Awards in the aggregate for more than 5% of the Shares
available for Awards under the Plan, subject to adjustment as provided in Section 4(c) of the Plan. No Award
may be made to any Director who is not also an employee of the Company or an Affiliate unless all such
Directors receive an Award with the same terms and conditions; provided, however, that (i) an Award may be
made to a Director who is not also an employee of the Company or an Affiliate as compensation for service
on a committee of the Board, if all members of such committee receive an Award with the same terms and
conditions; and (ii) an Award may be made to a Director who is not also an employee of the Company or an
Affiliate upon such Director’s initial appointment to the Board.
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