cash payment, other than by will or the laws of descent and distribution, and any such attempted transfer will be void.

5.4                   Forfeiture/Early Payment.  Upon your Qualified Retirement prior to February 27, 2010, the Restricted Period will continue and cash payment on the Performance Units will not be made 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 5.1 above.  If your employment is terminated by reason of death or you become Disabled prior to February 27, 2010, the restrictions will lapse and you or your estate shall be entitled to receive a cash payment of the Performance Units in the same amount as if the performance goals had been achieved such that 100% of the value of the Performance Units had been earned through the date of termination, to be paid as soon as soon as practicable, but in all cases within 75 days after the date of termination.  If, prior to February 27, 2010 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 you shall be entitled to receive a cash payment of the Performance Units in the same amount as if the performance goals had been achieved such that 100% of the value of the Performance Units had been earned through the date of termination, to be paid as soon as soon as practicable, but in all cases within 75 days after the date of termination.  If your employment is terminated prior to February 27, 2010 for any other reason, your rights to all of the Performance Units, and the right to receive the cash payment, will be immediately and irrevocably forfeited.

5.5                   Income Taxes.  Best Buy shall have the right to deduct from all payments made under this Agreement any federal, state, or local taxes required by law to be withheld with respect to such payments.

VI.         Confidentiality.  In consideration of the Option and the Performance Shares, Restricted Shares and/or Performance Units, you acknowledge that Best Buy operates in a competitive environment and that Best Buy has a substantial interest in protecting its Confidential Information, and you agree, during your employment by Best Buy and thereafter, to maintain the confidentiality of Best Buy’s Confidential Information and to use such Confidential Information for the exclusive benefit of Best Buy.

VII.     Terms and Conditions.  This Agreement does not guarantee your continued employment or alter the right of Best Buy or its affiliates to terminate your employment at any time.  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.  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.

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