Best Buy 2009 Annual Report Download - page 64

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Stock Appreciation Rights. The holder of a SAR is Code. Performance awards give participants the right to
entitled to receive the excess of the fair market value receive payments in cash, stock or property based solely
(calculated as of the exercise date or, at the upon the achievement of certain performance goals
Compensation Committee’s discretion, as of any time during a specified performance period. The
during a specified period before or after the exercise Compensation Committee must designate all
date) of a specified number of shares of our common participants for each performance period, and establish
stock over the grant price of the SAR. SARs vest and performance goals and target awards for each
become exercisable in accordance with a vesting participant no later than 90 days after the beginning of
schedule established by the Compensation Committee. each performance period (or if earlier, within the first
25% of the performance period) and within the
Restricted Stock and Restricted Stock Units. The holder parameters of Section 162(m) of the Code. Performance
of restricted stock will own shares of our common stock goals must be based solely on one or more of the
subject to restrictions imposed by the Compensation following business criteria:
Committee (including, for example, restrictions on the
• Revenue;
right to transfer or vote the restricted shares or to
receive any dividends with respect to the shares) for a • Cash flow;
specified time period determined by the Compensation
• Gross profit;
Committee. The holder of restricted stock units will have
the right, subject to any restrictions imposed by the • Earnings before interest and taxes;
Compensation Committee, to receive shares of our • Earnings before interest, taxes, depreciation and
common stock, or a cash payment equal to the fair amortization;
market value of those shares, at some future date
determined by the Compensation Committee. The • Net earnings;
minimum vesting period for these awards is over a • Earnings per share;
period of at least three years from the date of grant,
• Margins, including gross profit, operating and
unless the award is conditioned on personal
net income margins;
performance, or our performance or that of our
affiliates, in which case the award must vest over a • Returns, including return on assets, equity,
period of at least one year from the date of grant. The investment, capital and revenue and total
Compensation Committee also may permit accelerated stockholder return;
vesting in the case of a participant’s death, disability or
• Stock price;
retirement, or a change in control of Best Buy. If the
participant’s employment or service as a director • Economic value added;
terminates during the vesting period for any other • Working capital;
reason, the restricted stock and restricted stock units will
be forfeited, unless the Compensation Committee • Market share;
determines that it would be in our best interest to waive • Cost reductions;
the remaining restrictions.
• Workforce satisfaction and diversity goals;
Performance Awards. Performance awards granted
• Employee retention;
under the amended Omnibus Plan are intended to
qualify as ‘‘performance-based compensation’’ within • Customer satisfaction;
the meaning of Section 162(m) of the Code, and to • Completion of key projects; and
comply with or be exempt from Section 409A of the
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