Employment Separation and General Release Agreement between R. Michael Mohan and Best Buy Co., Inc

a.

Claims related to his recruitment and hiring by Best Buy, his employment with Best Buy, any applications by him for other positions within Best Buy, the terms and conditions of his employment, and/or the termination of his employment, including but not limited to, claims for bonuses or other pay, claims of tort, breach of contract, breach of the covenant of good faith and fair dealing, wrongful termination, discrimination, harassment, retaliation, violation of public policy, fraud, intentional or negligent misrepresentation, defamation, personal injury, or infliction of emotional distress;

b.

Any statutory, civil, administrative, or common law claims, whether known or unknown, suspected or unsuspected, fixed or contingent, apparent or concealed; and

c.

Any claims arising from rights under federal, state, or local laws and regulations, including but not limited to claims brought under:

i.

Title VII of the Civil Rights Act of 1964,

ii.

Sections 1981 through 1988 of Title 42 of the United States Code,

iii.

The Age Discrimination in Employment Act,

iv.

The Older Workers Benefit Protection Act,

v.

The Employee Retirement Income Security Act of 1971,

vi.

The Equal Pay Act of 1963,

vii.

The Americans with Disabilities Act of 1990,

viii.

The ADA Amendments Act of 2008,

ix.

The Family and Medical Leave Act,

x.

The Worker Adjustment and Retraining Notification Act (WARN),

xi.

The False Claims Act, and

xii.

Any state or local anti-discrimination statute, ordinance or other law.     

a.

Best Buy will pay Executive a lump sum payment of  $2,000,000.00, the equivalent of 24 months of base salary.  This payment will be less employment tax withholdings, and will be made within 30 days after Executive signs and returns this Agreement to Best Buy, as long as Executive has not exercised his right of revocation in the time permitted hereunder.  A pro-rata portion of the base salary payment is subject to repayment in the event of Executive’s rehire.    

b.

Best Buy will pay Executive a second lump sum payment of  $25,000.00. This payment will be less employment tax withholdings, and will be made within 30 days after Executive signs and returns this Agreement to Best Buy, as long as Executive has not exercised his right of revocation in the time permitted hereunder.   

c.

Best Buy will provide Executive, at Company expense, for one month following his Separation Date, COBRA continuation coverage for him and his covered dependents for group medical, dental and vision under the Best Buy Health and Welfare Wrap Plan, or any successor Best Buy plans, if he is/they are participating in these programs as of his Separation Date, and at the coverage level and coverage option in place at the time of his Separation Date.  Executive authorizes Best Buy to elect COBRA continuation coverage for him and his COBRA-eligible dependents for the coverage level and coverage options in which they are enrolled as of Executive’s Separation Date, and Executive agrees to inform his COBRA-eligible dependents that they are so enrolled.   

d.

Best Buy will continue to pay the premiums for Executive’s group basic life insurance for a one month period, at no cost to Executive.  This continued provision of life insurance will run concurrently with any continuation rights under state law.  As required by applicable tax law, Best Buy will report as taxable income to Executive (on IRS Form W-2) the cost of any subsidized coverage in excess of the cost of $50,000 of coverage for the calendar year(s) in which Executive receives this coverage.  Best Buy will also, on Executive’s behalf, remit to relevant tax authorities Executive’s required withholding social security and Medicare taxes relating to the life insurance subsidy (including withholding taxes on the remittance itself). If Executive’s actual tax liability is higher than the remittance, any additional tax liability relating to the life insurance subsidy will be Executive’s responsibility. Executive is also responsible for paying state and federal income taxes relating to the life insurance on his income tax return.

a.

Competitive Activity.

b.

Non-Solicitation.  For one year following Executive’s Separation Date, he shall not:

i.

induce or attempt to induce any employee of Best Buy to leave the employ of Best Buy, or in any way interfere adversely with the relationship between any such employee and Best Buy;

ii.

induce or attempt to induce any employee of Best Buy to work for, render services to, provide advice to, or supply confidential information, as described in Best Buy’s confidential information policies (“Confidential Information”), to any third person, firm, or corporation;

iii.

employ, or otherwise pay for services rendered by, any employee of Best Buy in any of the  companies identified in Paragraph 13 (a) above, or their respective affiliates, subsidiaries and successors;

iv.

induce or attempt to induce any customer, supplier, licensee, licensor or other business relation of Best Buy to cease doing business with Best Buy, or in any way interfere with the then existing business relationship between any such customer, supplier, licensee, licensor or other business relation and Best Buy; or

v.

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 Paragraph 13 if such activity were carried out by Executive.  In particular, Executive will not, directly or indirectly, induce any employee of Best Buy to carry out any such activity.

14.

Executive agrees:

a.

That he shall not disclose to anyone, nor use for his or a third party’s benefit, any CONFIDENTIAL information, as defined in the Best Buy Confidentiality Policy.    Executive will not be held criminally or civilly liable under any Federal or State

trade secret law for the disclosure of a trade secret that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law.  Executive will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.  If Executive files a lawsuit for retaliation for reporting a suspected violation of law,  he understands  he may disclose the trade secret to his attorney and use the trade secret information in the court proceeding, if he files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order. 

b.

To abide by any previous agreements to assign to Best Buy, all of his right, title, and interest in any inventions, works of authorship, designs, ideas, trademarks, or trade secrets, whether or not patentable or registrable, that he created, conceived, or reduced to practice, during his employment with, and within the scope of his duties as an employee of Best Buy, its subsidiaries and affiliates (collectively referred to as “Best Buy Companies Intellectual Property”).  Furthermore, he hereby assigns to Best Buy all of his right, title, and interest in Best Buy Companies Intellectual Property.  Any invention, discovery, innovation or improvement that he can show was developed entirely on his own time and without the use of any of Best Buy’s equipment, supplies, facilities, or Confidential Information and: (1) does not relate to the business of Best Buy or its actual or anticipated research or development; or (2) does not result from any work performed by him for Best Buy, shall not be part of the Best Buy Companies Intellectual Property.  He agrees that he will, at any time upon request and without further consideration, execute additional documents and do additional acts as Best Buy may deem necessary or desirable to perfect its interest in the Best Buy Companies Intellectual Property.

that damages or other legal remedies available to Best Buy for any such harm would, therefore, be an inadequate remedy for any such breach.  Accordingly, Executive agrees  that if he breaches any of the provisions of Paragraphs 13 or 14, 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.  Executive further agrees that the duration of the Restrictive Covenants shall be extended by the same amount of time that Executive is in breach of any Restrictive Covenant.

a.

he is hereby advised by Best Buy to consult with an attorney of his own choice regarding this Agreement, and has had the opportunity to do so;

b.

he is hereby offered copies of any and all plan documents referred to in this Agreement, as well as any documents which he feels he otherwise wishes to review in advance of signing this Agreement;

c.

through this Agreement, he will receive substantial consideration for which he agrees to undertake the obligations set forth in this Agreement;

d.

he has the intention of releasing all claims recited herein in exchange for the consideration described herein, which he acknowledges as adequate and satisfactory to him; and

e.

neither Best Buy nor any of its agents, representatives or attorneys has made any representations to Executive concerning the terms or effects of this Agreement other than those contained herein.