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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