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As Of Filer Filing For·On·As Docs:Size 9/10/14 Best Buy Co Inc 10-Q 8/02/14 63:10M |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 690K
2: EX-10.1 Material Contract HTML 46K
3: EX-10.2 Material Contract HTML 67K
4: EX-31.1 Certification -- §302 - SOA'02 HTML 25K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 25K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 19K
7: EX-32.2 Certification -- §906 - SOA'02 HTML 19K
43: R1 Document and Entity Information Document HTML 40K
32: R2 Condensed Consolidated Balance Sheets HTML 117K
40: R3 Condensed Consolidated Balance Sheets HTML 38K
(Parenthetical)
45: R4 Consolidated Statements of Earnings HTML 108K
58: R5 Consolidated Statements of Earnings HTML 20K
(Parenthetical)
34: R6 Consolidated Statements of Comprehensive Income HTML 45K
39: R7 Consolidated Statements of Changes in HTML 86K
Shareholders' Equity
29: R8 Consolidated Statements of Changes in HTML 20K
Shareholders' Equity (Parenthetical)
21: R9 Consolidated Statements of Cash Flows HTML 111K
59: R10 Basis of Presentation (Notes) HTML 26K
47: R11 Discontinued Operations HTML 64K
46: R12 Fair Value Measurements (Notes) HTML 182K
51: R13 Goodwill and Intangible Assets (Notes) HTML 87K
52: R14 Restructuring Charges (Notes) HTML 189K
50: R15 Debt (Notes) HTML 50K
53: R16 Derivative Instruments (Notes) HTML 33K
42: R17 Earnings per Share (Notes) HTML 64K
44: R18 Comprehensive Income (Notes) HTML 67K
49: R19 Income Taxes (Notes) HTML 27K
63: R20 Segments (Notes) HTML 78K
55: R21 Contingencies (Notes) HTML 33K
36: R22 Discontinued Operations Discontinued Operations HTML 59K
(Tables)
48: R23 Fair Value Measurements (Tables) HTML 165K
38: R24 Goodwill and Intangible Assets (Tables) HTML 84K
18: R25 Restructuring Charges (Tables) HTML 186K
56: R26 Debt (Tables) HTML 45K
60: R27 Earnings per Share (Tables) HTML 59K
25: R28 Comprehensive Income (Tables) HTML 63K
24: R29 Segments (Tables) HTML 72K
27: R30 Basis of Presentation (Details) HTML 21K
28: R31 Discontinued Operations Discontinued Operations HTML 82K
(Details)
30: R32 Fair Value Measurements - Recurring (Details) HTML 85K
17: R33 Fair Value Measurements - Nonrecurring (Details) HTML 46K
54: R34 Goodwill and Intangible Assets (Details) HTML 58K
35: R35 Restructuring Charges - Renew Blue (Details) HTML 84K
37: R36 Restructuring Charges - Fiscal 2013 U.S. (Details) HTML 51K
20: R37 Restructuring Charges - Fiscal 2013 Europe HTML 47K
(Details)
62: R38 Restructuring Charges - Fiscal 2012 (Details) HTML 51K
14: R39 Debt Credit Facilities (Details) HTML 38K
31: R40 Long Term Debt (Details) HTML 35K
57: R41 Derivative Instruments (Details) HTML 35K
19: R42 Earnings per Share (Details) HTML 53K
23: R43 Comprehensive Income (Details) HTML 49K
26: R44 Income Taxes (Details) HTML 27K
33: R45 Segments (Details) HTML 48K
16: R46 Contingencies (Details) HTML 22K
61: XML IDEA XML File -- Filing Summary XML 85K
15: EXCEL IDEA Workbook of Financial Reports XLSX 200K
22: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 1.63M
8: EX-101.INS XBRL Instance -- bby-20140802 XML 2.84M
10: EX-101.CAL XBRL Calculations -- bby-20140802_cal XML 166K
11: EX-101.DEF XBRL Definitions -- bby-20140802_def XML 687K
12: EX-101.LAB XBRL Labels -- bby-20140802_lab XML 1.21M
13: EX-101.PRE XBRL Presentations -- bby-20140802_pre XML 775K
9: EX-101.SCH XBRL Schema -- bby-20140802 XSD 118K
41: ZIP XBRL Zipped Folder -- 0000764478-14-000051-xbrl Zip 205K
| BBY (8/2/14) Ex 10.1 |
I. | The Award. As of the Award Date set forth above, Best Buy Co., Inc. (“Best Buy”) grants to you the number of restricted stock units (the
“Units”) stated in the Award Notification (the “Award”) accompanying this Agreement (this “Agreement”), on the terms and subject to the conditions contained in 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 Section 5 below. By your acceptance of this Award, you acknowledge receipt of a copy of the Prospectus for the Plan and your agreement to the terms and conditions of the Plan and this Agreement. |
II. | Units. |
2.1 | Vesting;
Holding Period. Each Unit entitles you to receive 1 share of common stock of Best Buy (the “Shares”). All of the Units will vest in full on the one-year anniversary of the Award Date (the “Vesting Date”). Within 30 days after conclusion of your service on the Board of Directors of Best Buy (the “Board”), each vested Unit will be exchanged for 1 share of common stock of Best Buy (the “Shares”). |
2.2 | Transfer Restrictions. While
you are serving on the Board, you may not sell, assign, pledge or otherwise transfer any vested or unvested Units (or any interest in or right to the Units), other than by will or the laws of descent and distribution, and any such attempted transfer will be null and void (the “Transfer Restrictions”). If your service on the Board is terminated prior to the Vesting Date for any reason other than Cause, a pro rata portion (based on your length of service during the vesting period) of the Units will vest as of such termination date. All unvested Units will be forfeited as of such date. If your service on the Board is terminated prior to the Vesting Date for Cause, all Units will be forfeited as of the date of termination. |
2.3 | Other
Restrictions. The Units are subject to forfeiture to Best Buy as provided in this Agreement and the Plan. |
2.4 | Limitation of Rights Regarding Shares. Until issuance of the Shares, you will not have any rights of a shareholder with respect to your Units. |
2.5 | Income Taxes. You are liable for any federal and state income or other taxes incurred by you upon the lapse of the
Transfer Restrictions, and any subsequent disposition of the Units. Best Buy recommends that you consult with your own tax advisor regarding the tax consequences of the Units. |
III. | Restrictive Covenant and Forfeiture. By accepting this Award, you agree to the Transfer Restrictions and the restrictions and agreements contained in this Article III (the “Restrictive Covenants”) and you agree that the Restrictive Covenants and the remedies described in this Article III are reasonable and necessary to protect the legitimate interests of Best Buy. Notwithstanding anything in this Agreement, if you are an attorney, the Restrictive Covenants
apply to you only to the extent they are not inconsistent with the rules of professional conduct applicable to you. |
3.1 | Confidentiality. In consideration of the Award, you acknowledge that the Company Group operates in a competitive environment and has a substantial interest in protecting its Confidential Information, and you agree, during your service with the
Company Group and thereafter, to maintain the confidentiality of the Confidential Information and to use such Confidential Information for the exclusive benefit of the Company Group. |
3.2 | Non-Solicitation. During the time period you serve on the Board and ending on the first anniversary of the date of your termination of service, you shall not: |
(a) | solicit,
induce or attempt to induce any employee, contract worker, consultant or other independent agent of the Company Group to cease employment or engagement with the Company Group, or in any way interfere adversely with the relationship between any such employee, contract worker, consultant or other independent agent and the Company Group; |
(b) | induce
or attempt to induce any employee, contract worker, consultant or other independent agent of the Company Group to work for, render services to, provide advice to, or supply Confidential Information to any third person or entity; |
(c) | knowingly employ, or otherwise knowingly pay for services rendered by, any employee of the Company Group in any business enterprise with which you may be associated, connected or affiliated; |
(d) | induce
or attempt to induce any customer, supplier, licensee, licensor or other business relation of the Company Group to cease doing business with the Company Group, or in any way interfere with the then existing business relationship between any such customer, supplier, licensee, licensor or other business relation and the Company Group; or |
(e) | assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above
that would be prohibited by any of the provisions of this Agreement if such activity were carried out by you. In particular, you will not, directly or indirectly, induce any employee, contract worker, consultant or other independent agent of the Company Group to carry out any such activity. |
3.3 | Violations. In the event (a) you breach any of the Restrictive Covenants, (b) you engage in conduct materially adverse to the interests of the
Company Group, including any material violations of any Company Group policy, (c) you engage in intentional misconduct that caused or contributed to the restatement of any financial statements of Best Buy, (d) you materially violate the terms of any agreement to which you and a member of the Company Group is a party or (e) you engage in a criminal act, fraud, or violation of any securities laws, then notwithstanding any other provision of this Agreement to the contrary, Best Buy, in its sole discretion, may take one or more of the following actions with respect to your Award (and shall, in any event, take all action required by applicable law): |
(i) | require
you to immediately return to Best Buy any Units or Shares still under your control; and |
(ii) | require you to promptly reimburse Best Buy the fair market value of any such Units or Shares that are no longer under your control. |
3.4 | Recovery
Policy. Amounts paid under the Agreement shall be subject to recovery by Best Buy in accordance with and to the maximum extent required under the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act and any implementing regulations adopted pursuant thereto. |
3.5 | Right of Set-Off. By accepting the Award, you agree that any member of the Company Group may set off any amount owed to you (including wages or other compensation, fringe benefits or vacation pay) against any amounts you owe under this Article III. |
3.6 | Partial
Invalidity. If any portion of this Article III is determined by any court of competent jurisdiction to be unenforceable in any respect, it shall be interpreted to be valid to the maximum extent for which it reasonably may be enforced, and enforced as so interpreted, all as determined by such court in such action. You acknowledge the uncertainty of the law in this respect and expressly stipulate that this Agreement is to be given the construction that renders its provisions valid and enforceable to the maximum extent (not exceeding its express terms) possible under applicable law. |
3.7 | Remedy for Breach. You agree that a breach of any of the Restrictive Covenants
would cause material and irreparable harm to Best Buy that would be difficult or impossible to measure, and that damages or other legal remedies available to Best Buy for any such injury would, therefore, be an inadequate remedy for any such breach. Accordingly, you agree that if you breach any Restrictive Covenant, Best Buy shall be entitled, in addition to and without limitation upon all other remedies Best Buy may have under this Agreement, at law or otherwise, to obtain injunctive or other appropriate equitable relief, without bond or other security, to restrain any such breach. Such equitable relief in any court shall be available to Best Buy in lieu of, or prior to or pending determination in any arbitration proceeding. You further agree that the duration of the Restrictive Covenants shall be extended by the same amount of time that you are in breach of any Restrictive Covenant. |
IV. | General
Terms and Conditions. |
4.1 | Service and Terms of Plan. This Agreement does not guarantee your continued service with Best Buy. This award is granted pursuant to the Plan and is subject to its terms. In the event of any conflict between the provisions of this Agreement and the Plan, the provisions of the Plan will govern. |
4.2 | Governing Law, Jurisdiction and Venue. The
Award and the provisions of this Agreement are governed by, and subject to, the laws of the State of Minnesota, without regard to the conflict of law provisions, as provided in the Plan. You and Best Buy agree that the state and federal courts located in the State of Minnesota shall have personal jurisdiction over the parties to this Agreement, and that the sole venues to adjudicate any dispute arising under this Agreement shall be the District Courts of Hennepin County, State of Minnesota and the United States District Court for the District of Minnesota; and each party waives any argument that any other forum would be more convenient or proper. |
4.3 | 409A
Compliance. Notwithstanding any provision of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of service that are considered deferred compensation under Section 409A of the Internal Revenue Code, references to your “termination of service” (and corollary terms) with Best Buy shall be construed to refer to your “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Best Buy. To the extent required by Section 409A(a)(2)(B)(i), to the extent that you are a specified employee, payment to you upon your separation from service will be delayed and paid promptly after the earlier of the date that is six (6) months after the date of such separation from service or the date of your death after such separation from service. For purposes hereof, whether you are a “specified employee” will
be determined in accordance with the default provisions of Treasury Regulation Section 1.409A-1(i) with the “identification date” to be December 31 and the “effective date” to be the April 1 following the identification date (as such terms are used under such regulation). |
V. | Definitions. The following capitalized terms used herein will have the following meanings: |
5.1 | "Affiliate"
means an entity controlled directly or indirectly by Best Buy, where “control” will mean the right, either directly or indirectly, to elect a majority of the directors thereof without the consent or acquiescence of any third party. |
5.2 | “Cause” means you: |
(a) | are charged with, convicted of or enter a plea of guilty or nolo contendere to: (i)
a felony, (ii) any crime involving moral turpitude, dishonesty, breach of trust or unethical business conduct, or (iii) any crime involving the business of the Company Group; |
(b) | in the performance of your duties for the Board or otherwise to the detriment of the Company Group, engage in: (i) dishonesty that is harmful to the Company Group, monetarily or otherwise, (ii) willful or gross misconduct, (iii) willful or gross neglect, (iv) fraud, (v) misappropriation,
(vi) embezzlement, or (vii) theft; |
(c) | fail to comply with the applicable policies or practices of the Company Group; |
(d) | are adjudicated in any civil suit, or acknowledge in writing in any agreement or stipulation, to have committed any theft, embezzlement, fraud, or other act of dishonesty involving any other person; |
(e) | are
determined, in the sole judgment of the Board or any individual or individuals the Board authorizes to act on its behalf, to have willfully engaged in conduct that is harmful to the Company Group, monetarily or otherwise; |
(f) | breach any provision of this Agreement (including but not limited to any Restrictive Covenants) or any other agreement between you and any member of the Company Group; or |
(g) | engage
in any activity intended to benefit any entity at the expense of the Company Group or intended to benefit any competitor of the Company Group. |
5.3 | “Committee” means the Compensation and Human Resources Committee of the Board (or its duly appointed agent). |
5.4 | “Company
Group” means, collectively, Best Buy and its Affiliates. |
5.5 | “Confidential Information” means all “Confidential Information” as that term is defined in Best Buy’s Confidentiality Policy, and includes, without limitation, any and all information in whatever form, whether written, electronically stored, orally transmitted or memorized relating to trade secrets, customer lists, records and other information regarding customers, price lists and pricing policies, financial information, records, ledgers and information, purchase orders, agreements and related data, business development and strategic plans, products and technologies,
product tests, manufacturing costs, product or service pricing, sales and marketing plans, research and development plans, personnel and employment records, files, data and policies (regardless of whether the information pertains to you or other employees of the Company Group), tax information, business and sales methods and operations, business correspondence, memoranda and other records, inventions, improvements and discoveries, processes and methods, business operations and related data formulae, computer records and related data, know-how, research and development, trademark, technology, technical information, copyrighted material, and any other confidential or proprietary data and information which you encounter during employment, all of which are held, possessed and/or owned by the Company Group
and all of which are used in the operations and business of the Company Group. Confidential Information does not include information which is or becomes generally known within the Company Group’s industry through no act or omission by you. |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/15/24 Best Buy Co. Inc. 10-K 2/03/24 101:23M 3/17/23 Best Buy Co. Inc. 10-K 1/28/23 101:24M 3/18/22 Best Buy Co. Inc. 10-K 1/29/22 98:13M 3/19/21 Best Buy Co. Inc. 10-K 1/30/21 100:25M |