Best Buy 2009 Annual Report Download - page 86

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Company, waive in whole or in part any or all remaining restrictions with respect to Shares of Restricted Stock
or Restricted Stock Units.
(iv) Except as otherwise provided in Section 6(g)(viii), any Award Agreement granting Restricted Stock Units shall
contain provisions that are intended to allow the Restricted Stock Units to satisfy the requirements of (or be
exempt from) Code Section 409A and any applicable provisions of Section 6(g)(viii) of this Plan.
(d) Performance Awards. The Committee is hereby authorized to grant to Eligible Persons Performance Awards which
are intended to be ‘‘qualified performance-based compensation’’ within the meaning of Section 162(m). A
Performance Award granted under the Plan may be payable in cash or in Shares (including, without limitation,
Restricted Stock). Performance Awards shall, to the extent required by Section 162(m), be conditioned solely on the
achievement of one or more objective Performance Goals, and such Performance Goals shall be established by
the Committee within the time period prescribed by, and shall otherwise comply with the requirements of,
Section 162(m). Subject to the terms of the Plan and any applicable Award Agreement, the Performance Goals to
be achieved during any performance period, the length of any performance period, the amount of any
Performance Award granted, the amount of any payment or transfer to be made pursuant to any Performance
Award and any other terms and conditions of any Performance Award shall be determined by the Committee. The
Committee shall also certify in writing that such Performance Goals have been met prior to payment of the
Performance Awards to the extent required by Section 162(m). Except as otherwise provided in Section 6(g)(viii),
any Award Agreement granting a Performance Award shall contain provisions that are intended to allow the
Performance Award to satisfy the requirements of (or be exempt from) Code Section 409A and any applicable
provisions of Section 6(g)(viii) of this Plan.
(e) Dividend Equivalents. The Committee is hereby authorized to grant Dividend Equivalents to Eligible Persons under
which the Participant shall be entitled to receive payments (in cash, Shares, other securities, other Awards or other
property as determined in the discretion of the Committee) equivalent to the amount of cash dividends paid by the
Company to holders of Shares with respect to a number of Shares determined by the Committee. Subject to the
terms of the Plan, such Dividend Equivalents may have such terms and conditions as the Committee shall
determine.
(f) Other Stock Grants. The Committee is hereby authorized, subject to the terms of the Plan, to grant to Eligible
Persons Shares without restrictions thereon as are deemed by the Committee to be consistent with the purpose of
the Plan. Subject to the terms of the Plan and any applicable Award Agreement, such Other Stock Grant may
have such terms and conditions as the Committee shall determine.
(g) General.
(i) Consideration for Awards. Awards may be granted for no cash consideration or for any cash or other
consideration as determined by the Committee or required by applicable law.
(ii) Awards May Be Granted Separately or Together. Awards may, in the discretion of the Committee, be granted
either alone or in addition to, in tandem with or in substitution for any other Award or any award granted
under any other plan of the Company or any Affiliate. Awards granted in addition to or in tandem with other
Awards or in addition to or in tandem with awards granted under any such other plan of the Company or any
Affiliate may be granted either at the same time as or at a different time from the grant of such other Awards
or awards.
(iii) Forms of Payment under Awards. Subject to the terms of the Plan and of any applicable Award Agreement,
payments or transfers to be made by the Company or an Affiliate upon the grant, exercise or payment of an
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