BEST BUY CO., INC.
1994
FULL-TIME EMPLOYEE NON-QUALIFIED
STOCK OPTION PLAN
1999 AMENDMENT AND RESTATEMENT
A. PURPOSE.
The purpose of this Full-Time Employee Non-Qualified Stock Option
Plan ("Plan") is to further the growth and general prosperity of Best Buy
Co., Inc. (the "Company"), and its directly and indirectly wholly-owned
subsidiaries (collectively, the "Companies") by enabling full-time employees
of the Companies to acquire shares of the common stock of the Company under
the terms and conditions and in the manner contemplated by this Plan, thereby
increasing their personal interest in the success of the Companies and
enabling the Companies to obtain and retain the services of such employees.
Options granted under the Plan are intended to be options which do not meet
the requirements of Section 422A of the Internal Revenue Code of 1986, as
amended.
B. ADMINISTRATION.
This Plan shall be administered by the Compensation and Human
Resources Committee (the "Committee") of the Company's Board of Directors
(the "Board"). Options may not be granted to any person while serving on the
Committee unless approved by a majority of the disinterested members of the
Board. Subject to such orders and resolutions not inconsistent with the
provisions of this Plan as may from time to time be issued or adopted by the
Board, the Committee shall have full power and authority to interpret the
Plan and, to the extent contemplated herein, shall exercise the discretion
granted to it regarding participation in the Plan and the number of shares to
be optioned and sold to each participant.
All decisions, determinations and selections made by the Committee
pursuant to the provisions of the Plan and applicable orders and resolutions
of the Board shall be final. Each option granted shall be evidenced by a
written agreement containing such terms and conditions as may be approved by
the Committee and which shall not be inconsistent with the Plan and the
orders and resolutions of the Board with respect thereto.
C. ELIGIBILITY AND PARTICIPATION.
Options may be granted under the Plan to any full-time employee of
the Companies who is not an officer of the Companies. The Committee shall
grant to such participants options to purchase shares in such amounts as the
Committee shall from time to time determine.
D. SHARES SUBJECT TO THE PLAN.
Subject to adjustment as provided in Section E. herein, an aggregate
of 6,000,000 shares of $0.10 par value common stock of the Company shall be
subject to this Plan from authorized but unissued shares of the Company. Such
number and kind of shares shall be appropriately adjusted in the event of any
one or more stock splits, reverse stock splits or stock dividends hereafter
paid or declared with respect to such stock. If, prior to the termination of
the Plan, shares issued pursuant hereto shall have been repurchased by the
Company pursuant to this Plan, such repurchased shares shall again become
available for issuance under the Plan.
Any shares which, after the effective date of this Plan, shall
become subject to valid outstanding options under this Plan may, to the
extent of the release of any such shares from option by termination or
expiration of option(s) without valid exercise, be made the subject of
additional options under this Plan.
E. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.
In the event of a merger, consolidation, reorganization, stock
dividend, stock split, or other change in corporate structure or
capitalization affecting the common stock of the Company, an appropriate
adjustment may be made in the number and kind of shares subject to and the
exercise prices of options granted under the Plan as determined by the
Committee.
F. TERMS AND CONDITIONS OF OPTIONS.
The Committee shall have the power, subject to the limitations
contained in this Plan, to prescribe any terms and conditions in respect of
the granting or exercise of any option under this Plan and, in particular,
shall prescribe the following terms and conditions:
(1) Each option shall state the number of shares to which it
pertains.
(2) The price at which shares shall be sold to participants
hereunder (the "Exercise Price") shall be the Fair Market Value of the
Company's common stock on the date of grant. Payment of the Exercise
Price shall be made at the time the shares are sold hereunder by check
payable to the Company, or by surrender of outstanding shares of common
stock of the Company which have a Fair Market Value on the date of
surrender equal to the Exercise Price of the shares as to which the
option is being exercised, or by a combination thereof.
(3) The vested portion of an option shall be exercisable in
whole or in part with respect to the shares included therein until the
earlier of (a) the close of business on the tenth day prior to the
proposed effective date of (i) any merger or consolidation of the
Company with any other corporation or entity as a result of which the
holders of the common stock of the Company will own less than a
majority voting control of the surviving corporation; (ii) any sale of
substantially all of the assets of the Companies or (iii) any sale of
common
-2-
stock of the Company to a person not a shareholder on the date of
issuance of the option who thereby acquires majority voting control
of the Company, subject to any such transaction actually being
consummated, or (b) the close of business on the date ten (10) years
after the date the option was granted. The Company shall give written
notice to the optionee not less than 30 days prior to the proposed
effective date of any of the transactions described in (a) above.
(4) Except in the event of disability, death or normal
retirement, an option shall be exercisable with respect to the shares
included therein not earlier than the date one (1) year following the
date of grant of the option, nor later than the date ten (10) years
following the date of grant of the option; provided, however, that
during the first year that the option may be exercised, the optionee
may exercise such optionee's right only to the extent of fifty percent
(50%) of the shares subject to such option; and provided further,
however, that in the event of a change in status of an employee from
full-time or part-time to occasional/seasonal, such employee shall
continue to have the right to exercise an option following such change
in status but only to the extent of the shares available for
acquisition on the date of such change in status (the "Change in Status
Date").
(5) Except 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. 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 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 participant'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.
-3-
(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 maintain the
confidentiality of all of the confidential and proprietary information
of the Companies and, in the event of a breach by the optionee of such
obligation, all of the optionee's options granted pursuant to the Plan
and all rights thereunder shall immediately terminate including,
notwithstanding the up to thirty (30) day grace period provided in
Section F(5), in the event of termination of the optionee's employment.
To evidence the foregoing, each optionee shall sign and deliver to the
Company prior to exercising such options an agreement documenting the
optionee's understanding of and agreement to the confidentiality
restrictions imposed hereby. Notwithstanding the foregoing, this
Section F(7), adopted as of April 16, 1999, 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.
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
-4-
Company shall not be required to issue said shares to the optionee and shall
have no liability to the optionee other than the return to optionee of
amounts tendered to the Company upon exercise of the option.
J. EFFECTIVE DATE AND TERMINATION OF THE PLAN.
The Plan is effective as of April 4, 1994. The Plan shall terminate on
the earliest of:
(1) The date when all the shares available under the Plan
shall have been acquired through the exercise of options granted under
the Plan; or
(2) Ten (10) years after the date of approval of the Plan by
the Shareholders of the Company; or
(3) Such other earlier date as the Board may determine.
K. WITHHOLDING TAXES.
The Companies shall have the right to take any action that may be
necessary in the opinion of the Companies to satisfy all obligations for the
payment of any federal, state or local taxes of any kind, including FICA taxes,
required by law to be withheld with respect to the exercise of an option granted
hereunder. If stock is withheld or surrendered to satisfy tax withholding, such
stock shall be the Fair Market Value of the Company's common stock on the date
of exercise.
L. FAIR MARKET VALUE.
"Fair Market Value" shall mean the last reported sale price of the
Company's common stock on the date of grant, as quoted on by the New York Stock
Exchange. If the Company's common stock ceases to be listed for trading on the
New York Stock Exchange, "Fair Market Value" shall mean the value determined in
good faith by the Board.
M. COMPLIANCE WITH RULE 16b-3 AND SECTION 162(m).
With respect to employees subject to Section 16 of the Securities
Exchange Act of 1934, as amended, or Section 162(m) of the Code, transactions
under the Plan are intended to comply with all applicable conditions of such
Rule 16b-3 and avoid loss of the deduction referred to in paragraph (1) of such
Section 162(m). Anything in the Plan to the contrary notwithstanding, to the
extent any provision of the Plan or action by the Committee fails to so comply
or avoid the loss of such deduction, it shall be deemed null and void, to the
extent permitted by law and deemed advisable by the Committee.
N. FORM OF OPTION.
Options shall be issued in substantially the form as the Committee or
the Board may approve.
-5-