Best Buy 2003 Annual Report Download - page 104

(5) Except as in the event of disability, death or normal retirement, an option may be exercised only by the optionee while such
optionee is, and has continually been, since the date of the grant of the option, an employee of any of the Companies; provided,
however, that a former employee shall continue to have the right to exercise an option for a period of thirty (30) days following such
termination to the extent of the shares available for acquisition on the date of such former employee’s termination but in no event later
than the date ten (10) years after the date of grant of such option. Such thirty (30) day period commences on the date such optionee
first ceases regular and active employment with any of the Companies. For greater certainty, a Company may, but has no obligation
to, notify any such optionee as to when they have ceased to be regularly and actively employed by any of the Companies, and such
notice shall be conclusive evidence of such cessation. If the continuous employment of an optionee terminates by reason of disability,
death or normal retirement, an option granted hereunder held by the disabled, deceased or retired employee may be exercised to the
extent of all shares subject to the option (or, with respect to a disabled, deceased or retired occasional/seasonal employee, to the extent
of the shares available for acquisition on the
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Change in Status Date) within one (1) year following the date of disability or death or five (5) years following the date of normal
retirement, but in no event later than ten (10) years after the date of grant of such option, by the disabled or retired employee or the
person or persons to whom the deceased employee’s rights under such option shall have passed by will or by the applicable laws of
descent and distribution. For purposes of this Plan only, (a) an employee shall be deemed “disabled” if the employee is unable to
perform his or her usual duties for the Companies as a result of physical or mental disability, and such inability to perform continues
or is expected to continue for at least twelve (12) consecutive months, and (b) “normal retirement” shall mean retirement on or after
age 60 so long as the employee has served the Companies continuously for at least the three (3) years immediately preceding
retirement. Notwithstanding the foregoing, the changes made in Sections F(4) and (5) pursuant to the amendments hereto adopted on
April 24, 1998 (relating to the vesting of options in the event of normal retirement), shall be effective only for options granted
hereunder on and after April 24, 1998.
(6) An option shall be exercised when notice of such exercise, either in writing or orally, has been given to the Company at its
principal business office or to its designated agent by the person entitled to exercise the option and full payment for the shares with
respect to which the option is exercised has been received by the Company. Until the stock certificates are issued, no right to vote or
receive dividends or any other rights as a shareholder shall exist with respect to optioned shares, notwithstanding the exercise of the
option.
(7) Each optionee shall be obligated to comply with all applicable policies of the Companies, as may be added or amended by
the Companies from time to time, and to maintain the confidentiality of all of the confidential and proprietary information of the
Companies. In the event of a breach by the optionee of any of such obligations, all of the optionee’s options granted pursuant to the
Plan and all rights thereunder shall immediately terminate, including without limitation the 30−day grace period following termination
of the optionee’s employment as provided in Section F(5). This Section F(7) shall be effective only for options granted hereunder on
and after April 16, 1999..
G. Options Not Transferrable.
Options under the Plan may not be sold, pledged, assigned or transferred in any manner, whether by operation of law or
otherwise except by will or the laws of descent, and may be exercised during the lifetime of an optionee only by such optionee.
H. Amendment or Termination of the Plan.
The Board may amend this Plan from time to time as it may deem advisable and may at any time terminate the Plan,
provided that any such termination of the Plan shall not adversely affect options already granted and such options shall remain in full
force and effect as if the Plan had not been terminated.
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I. Agreement and Representations of Optionees.
As a condition precedent to the exercise of any option or portion thereof, the Company may require the person exercising
such option to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and
without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is
required under the Securities Act of 1933 or any other applicable law, regulation or rule of any governmental agency.
In the event legal counsel to the Company renders an opinion to the Company that shares for options exercised pursuant to
this Plan cannot be issued to the optionee because such action would violate any applicable federal or state securities laws, then in that
event the optionee agrees that the Company shall not be required to issue said shares to the optionee and shall have no liability to the