0000947871-13-000224.txt : 20130325 0000947871-13-000224.hdr.sgml : 20130325 20130325111652 ACCESSION NUMBER: 0000947871-13-000224 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20130325 DATE AS OF CHANGE: 20130325 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCHULZE RICHARD M CENTRAL INDEX KEY: 0001006394 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: BEST BUY CO INC STREET 2: 7075 FLYING CLOUD DRIVE CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BEST BUY CO INC CENTRAL INDEX KEY: 0000764478 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RADIO TV & CONSUMER ELECTRONICS STORES [5731] IRS NUMBER: 410907483 STATE OF INCORPORATION: MN FISCAL YEAR END: 0202 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38156 FILM NUMBER: 13713225 BUSINESS ADDRESS: STREET 1: 7601 PENN AVE SOUTH CITY: RICHFIELD STATE: MN ZIP: 55423 BUSINESS PHONE: 6122911000 MAIL ADDRESS: STREET 1: 7601 PENN AVE SOUTH CITY: RICHFIELD STATE: MN ZIP: 55423 FORMER COMPANY: FORMER CONFORMED NAME: BEST BUYS CO INC DATE OF NAME CHANGE: 19900809 SC 13D/A 1 ss169999_sc13da.htm AMENDMENT NO. 9 TO SCHEDULE 13D
  
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
 
Best Buy Co., Inc.
(Name of Issuer)
 
Common Stock, par value $0.10 per share
(Title of Class of Securities)
 
086516101
(CUSIP Number)
 
Creighton O’M. Condon
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022
(212) 848-7628
(Name, Address and Telephone Number of Person Authorized
 to Receive Notices and Communications)
 
March 25, 2013
(Date of Event Which Requires Filing of this Statement)
 
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  o
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7(b) for other parties to whom copies are to be sent.
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
 
SCHEDULE 13D
 
CUSIP No.  086516101
  
Page 2 of 10 Pages
         
1
NAME OF REPORTING PERSONS
 
Richard M. Schulze, individually and as trustee of the 2008 Schulze Family Term Trust No. 1, the 2008 Schulze Family Term Trust No. 2, the Richard M. Schulze Grantor Retained Annuity Trust IV, the Richard M. Schulze Grantor Retained Annuity Trust V, the Richard M. Schulze Revocable Trust, and the Richard M. Schulze 2012 Term Trust
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
PF, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
U.S.
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
62,946,283*
8
SHARED VOTING POWER
 
3,462,572*
9
SOLE DISPOSITIVE POWER
 
62,946,283*
10
SHARED DISPOSITIVE POWER
 
3,462,572*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
66,408,855*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
x*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
19.6%**
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN
         
 
*
Includes options to purchase 30,000 shares, exercisable within 60 days.  Excludes (a) 3,541,960 shares held in trusts for the benefit of Mr. Schulze’s spouse, Mr. Schulze’s children and grandchildren, and the children of Mr. Schulze’s spouse, and (b) 183,726 shares in the Sandra J. Schulze Revocable Trust, in each case to which Mr. Schulze disclaims beneficial ownership.
 
 
**
The percentage reported in Row 13 is based on 338,087,851 shares of common stock, par value $0.10 per share, outstanding as of November 30, 2012, as reported by the Company in its most recent Form 10-Q, filed with the Securities and Exchange Commission on December 5, 2012.
 
 
 
 
SCHEDULE 13D
 
CUSIP No.  086516101
  
Page 3 of 10 Pages
         
1
NAME OF REPORTING PERSONS
 
Olympus Investments Limited Partnership A
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
PF, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
31,672
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
31,672
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
31,672
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.01%**
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN
 
 
**
The percentage reported in Row 13 is based on 338,087,851 shares of common stock, par value $0.10 per share, outstanding as of November 30, 2012, as reported by the Company in its most recent Form 10-Q, filed with the Securities and Exchange Commission on December 5, 2012.
 
 
 
 
 
SCHEDULE 13D
 
CUSIP No.  086516101
  
Page 4 of 10 Pages
         
1
NAME OF REPORTING PERSONS
 
Olympus Investments Limited Partnership B
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
PF, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
950,169
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
950,169
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
950,169
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.3%**
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN
 
 
**
The percentage reported in Row 13 is based on 338,087,851 shares of common stock, par value $0.10 per share, outstanding as of November 30, 2012, as reported by the Company in its most recent Form 10-Q, filed with the Securities and Exchange Commission on December 5, 2012.
 
 
 
 
 
SCHEDULE 13D
 
CUSIP No.  086516101
  
Page 5 of 10 Pages
         
1
NAME OF REPORTING PERSONS
 
Olympus Investments Limited Partnership C
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
PF, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
252,312
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
252,312
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
252,312
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.1%**
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN
 
 
**
The percentage reported in Row 13 is based on 338,087,851 shares of common stock, par value $0.10 per share, outstanding as of November 30, 2012, as reported by the Company in its most recent Form 10-Q, filed with the Securities and Exchange Commission on December 5, 2012.
 
 
 
 
SCHEDULE 13D
 
CUSIP No.  086516101
  
Page 6 of 10 Pages
         
1
NAME OF REPORTING PERSONS
 
RMSJS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
PF, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
283,984
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
283,984
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
283,984
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.1%**
14
TYPE OF REPORTING PERSON (See Instructions)
 
OO
 
 
**
The percentage reported in Row 13 is based on 338,087,851 shares of common stock, par value $0.10 per share, outstanding as of November 30, 2012, as reported by the Company in its most recent Form 10-Q, filed with the Securities and Exchange Commission on December 5, 2012.
 
 
 
 
SCHEDULE 13D
 
CUSIP No.  086516101
  
Page 7 of 10 Pages
         
1
NAME OF REPORTING PERSONS
 
The Richard M. Schulze Family Foundation
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
PF, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Minnesota
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
2,228,419
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
2,228,419
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,228,419
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.7%**
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
**
The percentage reported in Row 13 is based on 338,087,851 shares of common stock, par value $0.10 per share, outstanding as of November 30, 2012, as reported by the Company in its most recent Form 10-Q, filed with the Securities and Exchange Commission on December 5, 2012.
 
 
 
 
 
 
Item 1. 
Security and Issuer.
 
This Amendment No. 9 to the Schedule 13D (“Amendment No. 9”) relates to the common stock, par value $0.10 per share (the “Shares”), issued by Best Buy Co., Inc., a Minnesota corporation (the “Company”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on January 15, 1996 (the “Initial Schedule”), as amended and supplemented by Amendment No. 1 filed on June 7, 2012, Amendment No. 2 filed on August 6, 2012, Amendment No. 3 filed on August 16, 2012, Amendment No. 4 filed on August 20, 2012, Amendment No. 5 filed on August 20, 2012, Amendment No. 6 filed on August 27, 2012, Amendment No. 7 filed on December 14, 2012, and Amendment No. 8 filed on March 1, 2013 (the “Amendments”, together with the Initial Schedule, the “Schedule 13D”) on behalf of the Reporting Persons.  Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D.  All items or responses not described herein remain as previously reported in the Schedule 13D.
 
Item 4. 
Purpose of Transaction.
 
Item 4 is hereby amended and supplemented to add the following:

On March 25, 2013, Mr. Schulze and the Company entered into a letter agreement (the “Letter Agreement”) pursuant to which, among other things, Mr. Schulze will continue in his role as Chairman Emeritus of the Company, with the lifetime honorary title of “Founder and Chairman Emeritus”.  The Letter Agreement also provides that until Mr. Schulze reaches the age of 75, he will be entitled to nominate two directors for appointment to the Board of Directors of the Company.  Pursuant to that right, each of Brad Anderson and Allen Lenzmeier will be appointed to the Company’s Board of Directors as promptly as practicable and will be nominated for election for a two year term to the Board of Directors at the Company’s 2013 annual meeting of stockholders.
 
The foregoing description of the Letter Agreement is qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which is filed as Exhibit L to this Amendment No. 9 and is incorporated by reference into this Item 4.
 
Item 5.
Interests in Securities of the Company.
 
The fourth sentence of Item 5(a)(i) is hereby amended and restated in its entirety as follows:
 
In addition, this excludes (a) 3,541,960 shares held in trusts for the benefit of Mr. Schulze’s spouse, Mr. Schulze’s children and grandchildren, and the children of Mr. Schulze’s spouse, and (b) 183,726 shares in the Sandra J. Schulze Revocable Trust, in each case as to which Mr. Schulze disclaims beneficial ownership.
 
 
 
 
 
 
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.
 
Item 6 is hereby amended to add the following:
 
On March 25, 2013, Mr. Schulze and the Company entered into the Letter Agreement, a discussion of which is contained in Item 4 hereof and is incorporated into this Item 6 by reference.
 
Item 7. 
Materials to be Filed as Exhibits.
 
 
Exhibit A:
Joint Filing Agreement, dated June 7, 2012, among the Reporting Persons (incorporated by reference to Exhibit 99.A to Amendment No. 1 filed with the SEC on June 7, 2012)
 
Exhibit L:
Letter Agreement, by and between Richard M. Schulze and Best Buy Co., Inc., dated March 25, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
           
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
  DATED:  March 25, 2013
  By:  /s/ Richard M. Schulze  
 
RICHARD M. SCHULZE
  
     
     
     
  OLYMPUS INVESTMENTS LIMITED PARTNERSHIP A  
     
     
 
By:  /s/ Richard M. Schulze
  
 
RICHARD M. SCHULZE
  
     
     
     
  OLYMPUS INVESTMENTS LIMITED PARTNERSHIP B  
     
     
  By:  /s/ Richard M. Schulze  
 
RICHARD M. SCHULZE
  
     
     
     
  OLYMPUS INVESTMENTS LIMITED PARTNERSHIP C  
     
     
  By:  /s/ Richard M. Schulze  
 
RICHARD M. SCHULZE
  
     
     
     
 
RMSJS LLC
  
     
     
  By:  /s/ Richard M. Schulze  
 
RICHARD M. SCHULZE
  
     
     
     
  THE RICHARD M. SCHULZE FAMILY FOUNDATION  
     
     
  By:  /s/ Richard M. Schulze  
 
RICHARD M. SCHULZE
  
 
 
 
[Signature Page to Schedule 13D/A]
 
 EX-99.L 2 ss169999_ex99l.htm LETTER AGREEMENT
EXHIBIT L





 
Mr. Richard M. Schulze
[REDACTED ADDRESS]

 
Re: 
Chairman Emeritus Position

Dear Dick,
 
As you know, I am extremely excited to have the opportunity to craft what I believe will be a seminal chapter in Best Buy’s history.  While I am aware of our challenges, I have great enthusiasm for the Company’s prospects going forward.  In connection with Renew Blue and our transformation of Best Buy I am eager for you to return to the Company that you created and share your wisdom, insight and passion in support of the Company.  With that in mind, it is my pleasure to extend you an offer to continue in your role as Chairman Emeritus, with the lifetime honorary title of “Founder and Chairman Emeritus”, on the terms laid out below.
 
Duties and Responsibilities
 
As Chairman Emeritus, you will assume duties and responsibilities commensurate with your title and the position of leadership that it implies.  As we have discussed, your duties and responsibilities will include the following:
 
1.      helping to maintain and evolve the general corporate culture of Best Buy by engaging, at such times and events as agreed upon between you and the Chief Executive Officer (CEO), in scheduled training and speaking events, including the Company’s Leadership Institute;
 
2.      making yourself reasonably available to attend or speak at Company functions to support or communicate new initiatives or major events, subject to mutual agreement between you and the CEO;
 
3.      subject to the request of the CEO, mentoring up to two high-potential officers of the Company;
 
4.      attending meetings of the Company’s shareholders and participating in any subsequent “Q&A” sessions;
 
5.      participating in regularly scheduled meetings with the CEO, at times mutually agreed upon, and the CEO will make himself reasonably available upon your request.
 
 
 
 
 
Additional Matters
 
The CEO and/or CFO will provide you with monthly financial results as soon as practicable after they become available following month end.  In addition, the CEO and/or CFO shall meet with you on a quarterly basis to discuss the financial statements and any other Company information you wish to discuss and to receive your advice and input.  Such meetings will be on mutually agreed dates.
 
As we have advised you, the Company is undertaking a process to appoint additional new independent directors who will have strong backgrounds in retail and/or extensive technology/digital/online expertise.  As a courtesy, the Company will provide you with information regarding candidates it intends to nominate for election to the board and provide you with an opportunity to comment on such candidates.
 
In recognition of your efforts on behalf of both the Company and the shareholders over the last year, the Company will compensate you in an amount not to exceed $2.125 million, in connection with your preparation and ongoing consultation over the next twelve months with regard to a business plan for the Company.  The Company will pay you this sum in quarterly installments beginning on the three month anniversary of the signing of this letter agreement.  You and any of your designees will present the plan to the CEO/CFO and any of their designees on a date which is mutually agreed upon.
 
In furtherance of the performance of your duties, you will have for your lifetime the use of your office (or a replacement office provided at the Company’s cost and reasonably acceptable to you) at our corporate headquarters in Minneapolis, as well as the same registered security ID and parking privileges as would be provided to an executive of the Company.  As a courtesy, you will notify me in advance when you intend to visit the corporate headquarters.
 
During such times as you are utilizing your office in the performance of your duties as Chairman Emeritus, you be entitled to the same level of administrative support as an executive of the Company, including the services of a personal administrative assistant.  The Company shall pay the pro rata salary of your assistant for the time she spends performing services on your behalf.  Additionally, the Company will reimburse you for all reasonable and documented costs and expenses incurred in connection with your assistant’s services.  During all such times as your assistant is present at the Company’s headquarters on your behalf, the Company will provide your assistant with the same registered security ID, parking privileges and use of the facilities as would be provided to an employee of the Company.
 
Additionally, the Company will depict in the corporate headquarters important milestones throughout the Company’s history, substantially as has been displayed in the past, which will be updated from time to time for recent events as appropriate.
 
Compensation and Benefits
 
In return for your role as Chairman Emeritus, you will receive an annual base salary of $150,000.  You will not be entitled to an annual bonus.  You will be entitled to lifetime medical benefits for yourself, your spouse and your eligible dependents in accordance with the plans, practices, programs and policies of the Company in effect generally for the executives of the Company and their dependents.  You may elect to receive such medical benefits pursuant to your family office insurance policy; provided that such family office insurance policy is substantially comparable in cost to the medical benefit plans generally in effect for the executives of the Company.  You will also be entitled to reimbursement of all of your costs and out of pocket expenses incurred in the performance of your duties as Chairman Emeritus, including with respect to entertainment, accommodations, meals and travel (with air travel expenses being reimbursed at commercial first class rates), and the provision of a Company credit card for that purpose.
 
 
 
 
 
Director Representation
 
In connection with the resumption of your duties as Chairman Emeritus and until you reach the age of 75 you will be entitled to nominate 2 directors for appointment to the Board of Directors.  In the event either of your nominated directors resigns from the Board or are forced to leave the Board due to death, disability or serious illness, or are not elected at the applicable meeting of shareholders by the requisite percentage of shareholders for approval, you will have the right to designate their successor, subject to satisfaction of the Company’s director qualification standards and the Board’s approval, which shall not be unreasonably withheld.   Each of Brad Anderson and Allen Lenzmeier will be appointed to the Company’s Board of Directors as promptly as practicable and nominated for election for two year terms to the Board at the Company’s 2013 annual meeting of shareholders.  It is my understanding you would like to present Mssrs. Anderson and Lenzmeier for membership to the Compensation and Audit Committees, respectively.  I will support these appointments in discussions with the Board on these matters.  Per Board practice, each director shall be entitled to attend each Committee meeting at their discretion.
 
This Agreement shall have an initial term which will last until you reach the age of 75 except for any matters above which are specifically agreed to extend longer than the initial term.  The parties will meet prior to the end of the term to determine if, and to what extent, they wish to modify, renew or extend this agreement.
 
Dick, as I have expressed to you many times, I believe that you have a vital role to play at this crucial time in the Company’s history.  The terms outlined above will allow you to have a real voice in the Company’s progress. Your return to the Company and support of our leadership team and restructuring plans will provide us with a powerful impetus as we work to build the Company’s momentum.  I know that you share my hope that Best Buy’s future will be at least as bright as its past.
 
 
 
 
Sincerely,
 
 
BEST BUY CO., INC.
  
       
  By:  /s/ Hubert Joly  
 
Hubert Joly
Chief Executive Officer
  
     
  March 25, 2013  
  Date  
 
Agreed to and accepted by:

 
 
 /s/ Richard M. Schulze  
Richard M. Schulze
Chairman Emeritus
 
March 22nd 2013  
Date
 
 
 
 
 
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