Best Buy 2003 Annual Report Download - page 120

(or any place agreed to by the parties and the arbitrator). The decision of the arbitrator shall be final and binding as to any matters
submitted under this Article 14; provided, however, if necessary, such decision may be enforced in any court having jurisdiction over
the subject matter or over any of the parties to this Plan. All costs and expenses incurred in connection with any such arbitration
proceeding (including reasonable attorneys’ fees) shall be borne by the party against which the decision is rendered. If the arbitrator’s
decision is a compromise, the determination of which party or parties bears the costs and expenses incurred in connection with such
arbitration proceeding shall be made by the arbitrator on the basis of the arbitrator’s assessment of the relative merits of the parties’
positions.
ARTICLE 15
Establishment of The Trust
15.1 Establishment and Funding of the Trust. The Company shall establish the Trust. The Company shall at least annually
transfer over to the Trust such assets as the Company determines, in its sole discretion, are necessary to provide, on a present value
basis, for its respective future liabilities created with respect to the Annual Deferral Amounts, Company Contribution Amounts, and
Company Matching Amounts for the Participants for all periods prior to the transfer, as well as any debits and credits to the
Participants’ Account Balances
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for all periods prior to the transfer, taking into consideration the value of the assets in such Trust at the time of the transfer.
15.2 Interrelationship of the Plan and the Trust. The provisions of the Plan shall govern the rights of a Participant to receive
distributions pursuant to the Plan. The provisions of the Trust shall govern the rights of the Company, the Participants, and the
creditors of the Company and, where applicable, creditors of Employers other than the Company, to the assets transferred to the
Trust. The Company shall at all times remain liable to carry out its obligations under the Plan.
15.3 Distributions From the Trust. The Company’s obligations under the Plan may be satisfied with assets of the Trust
distributed pursuant to the terms of the Trust, and any such distribution shall reduce the Company’s obligations under this Plan.
ARTICLE 16
Miscellaneous
16.1 Status of Plan. The Plan is intended to be a plan that is not qualified within the meaning of Code Section 401(a) and that
“is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of
management or highly compensated employees” within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1). The Plan
shall be administered and interpreted to the extent possible in a manner consistent with that intent.
16.2 Unsecured General Creditor. Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or
equitable rights, interests or claims in any property or assets of an Employer. For purposes of the payment of benefits under this Plan,
any and all of the Company’s assets shall be, and remain, the general, unpledged unrestricted assets of the Company. The Company’s
obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future.
16.3 Employer Liability. The Company’s liability for the payment of benefits, and the obligation of any Employer, shall be
defined only by the Plan and the Election Form and Plan Agreements, as entered into between the Company, the Employer (if
different from the Company) and a Participant. Neither the Company nor an Employer shall have any obligation to a Participant under
the Plan except as expressly provided in the Plan and his or her Election Form and Plan Agreement.
16.4 Nonassignability. Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge,
anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in advance of actual receipt, the amounts, if any,
payable hereunder, or any part thereof, which are, and all rights to which are expressly declared to be,
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unassignable and non−transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure, attachment,
garnishment or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any
other person, be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency or be
transferable to a spouse as a result of a property settlement or otherwise.
16.5 Not a Contract of Employment. The terms and conditions of this Plan shall not be deemed to constitute a contract of
employment between any Employer and the Participant. Such employment is hereby acknowledged to be an “at will” employment
relationship that can be terminated at any time for any reason, or no reason, with or without cause, and with or without notice, unless
expressly provided in a written employment agreement. Nothing in this Plan shall be deemed to give a Participant the right to be