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BEST BUY CO., INC. LONG-TERM INCENTIVE PROGRAM AWARD AGREEMENT

Executive Compensation Plan Agreement

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BEST BUY CO INC

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Title: BEST BUY CO., INC. LONG-TERM INCENTIVE PROGRAM AWARD AGREEMENT
Date: 4/30/2008
Industry: Retail (Technology)     Sector: Services

BEST BUY CO., INC. LONG-TERM INCENTIVE PROGRAM AWARD AGREEMENT, Parties: best buy co inc
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Exhibit No. 10.7

 

BEST BUY CO., INC.

LONG-TERM INCENTIVE PROGRAM AWARD AGREEMENT

Award Date: October 18, 2007

 

The Award .  As of the Award Date set forth in the Award Notification accompanying this award, Best Buy Co., Inc. (“Best Buy”) grants to you an option to purchase the number of shares of Best Buy common stock set forth in such Award Notification (the “Option”) at the option price per share set forth in such Award Notification, and/or a mix of long-term incentive award alternatives you have selected, including (i) a number of performance shares of Best Buy common stock (the “Performance Shares”), (ii) a number of restricted shares of Best Buy common stock (the “Restricted Shares”), and/or (iii) a number of performance units to be paid in cash (the “Performance Units”) as set forth in such Award Notification, on the terms and conditions contained in this Long-Term Incentive Program Award Agreement (this “Agreement”) and the Best Buy Co., Inc. 2004 Omnibus Stock and Incentive Plan, as amended (the “Plan”).  Capitalized terms not defined in the body of this Agreement are defined in the Addendum.

 

Option

 

Duration and Exercisability of Option .  You may not exercise any portion of the Option prior to one year from the Award Date, and the Option expires 10 years after the Award Date (the “Expiration Date”).  You may exercise the Option in cumulative installments of 25% on and after each of the first four anniversaries of the Award Date.  The entire Option will vest earlier and become exercisable upon your Qualified Retirement, Disability or death or if, within 12 months following a Change of Control, your employment is terminated without Cause or you terminate your employment for Good Reason.  The Option may only be exercised by you during your lifetime, and may not be assigned or transferred other than by will or the laws of descent and distribution.

 

Exercise and Tax Withholding.  The Option may be exercised in whole or in part by notice to Best Buy (through the Plan administrator or other means as shall be specified by Best Buy from time-to-time) stating the number of shares to be purchased under the Option and the method of payment.  The notice must be accompanied by payment in full of the exercise price for all shares designated in the notice.  Payment of the exercise price may be made by cash, check or delivery of previously owned shares of stock having a Fair Market Value (as defined in the Plan) on the date of exercise equal to the exercise price, or a combination thereof.  The Option will not be eligible for treatment as a qualified or incentive stock option for federal income tax purposes.  You are liable for any federal and state income or other taxes applicable upon the grant or exercise of the Option or the disposition of the underlying shares, and you acknowledge that you should consult with your own tax advisor regarding the applicable tax consequences.  Upon exercise of the Option, Best Buy will withhold from the shares that would otherwise be delivered to you a number of shares having a fair market value equal to the amount of all applicable taxes required by Best Buy to be withheld or collected upon the exercise of the Option, unless your notice of exercise indicates your desire to satisfy such withholding obligations through the payment of cash or the delivery of previously acquired shares of Best Buy common stock, and such cash or shares are delivered to Best Buy promptly thereafter.  You have no rights in the shares subject to the Option until such shares are received upon exercise of the Option.

 

Retirement, Disability, Death or Termination.  Upon your Qualified Retirement, you will have one year from the effective date of your retirement to exercise the Option.  If you die while employed, the representative of your estate or your heirs will have one year from the date of your death to exercise the Option.  If you become Disabled, you will have one year from the effective date of such classification to exercise the Option.  If your employment is terminated by Best Buy or an Affiliate without Cause or if you resign or otherwise voluntarily terminate your employment with Best Buy or an Affiliate, you will have 60 days from the date of your termination to exercise the Option, to the extent the Option had vested as of your termination date.  In no case, however, may the Option be exercised after the Expiration Date.  The Option may not be exercised following termination of employment for Cause.

 



 

Performance Shares

 

Restricted Period .  The Performance Shares are subject to the restrictions contained in this Agreement and the Plan during the period (for purposes of this Section III, the “Restricted Period”) beginning on the Award Date and ending on February 26, 2011, subject to the provisions of Section 3.3 below.  The restrictions will lapse and the Performance Shares will become transferable and non-forfeitable as of February 26, 2011 if the Vesting Criteria set forth in the attached Vesting Criteria Schedule have been met.  If the Vesting Criteria are not met as of such date, your rights to some or all of the Performance Shares, as set forth in the Vesting Criteria Schedule, will be immediately forfeited.  The Committee will determine in its sole discretion whether the Vesting Criteria are met, upon which the Performance Shares will be issued in your name no later than 75 days after the end of the Restricted Period, either by book-entry registration or issuance of a stock certificate.  If the Performance Shares are issued prior to the end of the Restricted Period, the stock certificate will be held by Best Buy, and may bear an appropriate legend referring to the restrictions applicable to the Performance Shares.

 

Restrictions .  The Performance Shares are subject to the following restrictions during the Restricted Period:

 

The Performance Shares are subject to forfeiture to Best Buy as provided in this Agreement and the Plan.

The Performance Shares may not be sold, assigned, transferred or pledged during the Restricted Period.  You may not transfer the right to receive the Performance Shares, other than by will or the laws of descent and distribution, and any such attempted transfer will be void.

 

Forfeiture/Acceleration .  Upon your Qualified Retirement prior to February 26, 2011, the Restricted Period will continue and the Performance Shares will not be issued until such date as the Committee determines in its sole discretion whether and to what extent the Vesting Criteria set forth in the Vesting Criteria Schedule have been met, as set forth in Section 3.1 above.   If your employment is terminated by reason of death or you become Disabled prior to February 26, 2011, the restrictions will lapse and the Performance Shares will be issued and become non-forfeitable and transferable as of the date of such termination in the same amount as if the performance goals had been achieved such that 100% of the Performance Shares had been earned through the date of termination If, prior to February 26, 2011 and within 12 months following a Change in Control, your employment is terminated without Cause or you terminate your employment for Good Reason, the restrictions will lapse and the Performance Shares will be issued and become non-forfeitable and transferable as of the date of such termination in the same amount as if the performance goals had been achieved such that 100% of the Performance Shares had been earned through the date of termination.  If your employment is terminated prior to February 26, 2011 for any other reason, your rights to all of the Performance Shares will be immediately and irrevocably forfeited.

 

Rights .  Until issuance of the Performance Shares, you will not have any rights of a shareholder with respect to the Performance Shares.  Upon issuance of the Performance Shares, you will, subject to the restrictions of this Agreement and the Plan, have all of the rights of a shareholder with respect to the Performance Shares, unless and until the Performance Shares are forfeited, except that you will not have the right to vote the Performance Shares during the Restricted Period.  Any dividends or other distributions (whether cash, stock, or otherwise) paid on the Performance Shares during the Restricted Period will be held by Best Buy until the end of the Restricted Period, at which time Best Buy will pay you all such dividends and other distributions less any applicable tax withholding amounts.  If the Performance Shares are forfeited as described in Section 3.3 of this Agreement, then all rights to such payments will also be forfeited.

 

Income Taxes .  You are liable for any federal and state income or other taxes applicable upon the grant of the Performance Shares if you make an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, within 30 days of the date of grant, or upon the lapse of the restrictions on the Performance Shares, and the subsequent disposition of the Performance Shares, and you acknowledge that you should consult with your own tax advisor regarding the applicable tax consequences.  Upon the lapse of the restrictions on the Performance Shares, Best Buy will withhold from the Performance Shares the number of Performance Shares having a fair market value equal to the amount of all applicable taxes required by Best Buy to be withheld upon the lapse of the restrictions on the Performance Shares.

 

Restricted Shares

 

Restricted Period .  The Restricted Shares are subject to the restrictions contained in this Agreement and the Plan during the period (for purposes of this Section IV, the “Restricted Period”) beginning on the Award Date and ending on

 



 

February 26, 2011, subject to the provisions of Section 4.3 below.  The restrictions will lapse and the Restricted Shares will become transferable and non-forfeitable as of February 26, 2011 if the Vesting Criteria set forth in the attached Vesting Criteria Schedule have been met.  If the Vesting Criteria are not met as of such date, your rights to some or all of the Restricted Shares, as set forth in the Vesting Criteria Schedule, will be immediately forfeited.  The Committee will determine in its sole discretion whether the Vesting Criteria are met, upon which the Restricted Shares will be issued in your name no later than 75 days after the end of the Restricted Period, either by book-entry registration or issuance of a stock certificate.  If the Restricted Shares are issued prior to the end of the Restricted Period, the stock certificate will be held by Best Buy, and may bear a legend referring to the restrictions applicable to the Restricted Shares.

 

Restrictions .  The Restricted Shares are subject to the following restrictions during the Restricted Period:

 

The Restricted Shares are subject to forfeiture to Best Buy as provided in this Agreement and the Plan.

The Restricted Shares may not be sold, assigned, transferred or pledged during the Restricted Period.  You may not transfer the right to receive the Restricted Shares, other than by will or the laws of descent and distribution, and any such attempted transfer will be void.

 

Forfeiture/Acceleration .  Upon your Qualified Retirement prior to February 26, 2011, the Restricted Period will continue and the Restricted Shares will not be issued until such date as the Committee determines in its sole discretion whether and to what extent the Vesting Criteria set forth in the Vesting Criteria Schedule have been met, as set forth in Section 4.1 above.  If your employment is terminated by reason of death or you become Disabled prior to February 26, 2011, the restrictions will lapse and the Restricted Shares will be issued and become non-forfeitable and transferable as of the date of such termination in the same amount as if the performance goals had been achieved such that 100% of the Restricted Shares had been earned through the date of termination If, prior to February 26, 2011 and within 12 months following a Change in Control, your employment is terminated without Cause or you terminate your employment for Good Reason, the restrictions will lapse and the Restricted Shares will become non-forfeitable and transferable as of the date of such termination in the same amount as if the performance goals had been achieved such that 100% of the Restricted Shares had been earned through the date of termination.  If your employment is terminated prior to February 26, 2011 for any other reason, your rights to all of the Restricted Shares will be immediately and irrevocably forfeited.

 

Rights .  Until issuance of the Restricted Shares, you will not have any rights of a shareholder with respect to the Restricted Shares.  Upon issuance of the Restricted Shares, you will, subject to the restrictions of this Agreement and the Plan, have all of the rights of a shareholder with respect to the Restricted Shares, unless and until the Restricted Shares are forfeited, except that you wi








 
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