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1)	Rejuvenating the Customer Experience: We announced our Low Price Guarantee, designed to address one of the top reasons customers coming to our website or stores did not purchase — and at the core of the “showrooming” phenomena.

2)	Working with Vendor Partners to Innovate and Drive Value: Behind the scenes we have made great progress in this area. The recent announcement with Samsung is proof of our determination to develop innovative, high-value partnerships with key vendors.

3)

Increasing Return on Invested Capital for Shareholders: We have multiple opportunities to improve ROIC. One of our biggest commitments was to reduce SG&A expense by hundreds of millions of dollars and reduce Cost of Goods Sold by a nearly equal amount. During the fiscal 2013 Q4 earnings call, we announced $150 million in cost reduction initiatives had been enacted, and we indicated then that this was just a down payment on much more to come.

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•	Doors open at 9:00 a.m. Central Time

•	Meeting starts at 9:30 a.m. Central Time

•	You do not need to attend the meeting to vote if you submitted your proxy in advance of the meeting

•	Security measures may include bag search, bag scan, metal detector and hand-wand search

•	The use of cameras and recording devices is prohibited

•	Webcast starts at 9:30 a.m. Central Time

•	Shareholders may vote and submit questions while attending the meeting via the Internet

•	Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.proxyvote.com

•	You may directly link to the virtual shareholder forum and virtual shareholder meeting at www.virtualshareholdermeeting.com/bby

•	Anyone can view the meeting live via the Internet at www.investors.bestbuy.com

•	Webcast replay will be available until June 27, 2013

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1.	The election of the four Class 2 directors listed herein for a term of two years expiring in 2015 and the ratification of two Class 1 directors listed herein for a term of one year expiring in 2014;

2.	The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending February 1, 2014;

3.	The advisory vote to approve our named executive officer compensation;

4.	The management proposal to amend and restate our Amended and Restated By-laws in order to implement declassification of our Board of Directors; and

5.	Such other business as may properly come before the Meeting.

•	“FOR” the election and ratification of directors as set forth in this proxy statement;

•	“FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending February 1, 2014;

•	“FOR” the non-binding approval of our named executive officer compensation; and

•	“FOR” the approval of the amendment and restatement of our Amended and Restated By-laws to implement declassification of our Board of Directors.

•	Via the Internet at www.proxyvote.com;

•	By telephone (within the U.S. or Canada) toll-free at 1-800-690-6903;

•	By signing and returning the enclosed proxy card if you have received paper materials; or

•	By attending the Meeting and voting in person.

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•	Vote via the Internet or by telephone;

•	Properly submit a proxy card (even if you do not provide voting instructions); or

•	Attend the Meeting in person.

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•	Submitting a later-dated proxy prior to the Meeting (by mail, Internet or telephone);

•	Voting in person at the Meeting (attendance will not, by itself, revoke a proxy); or

•	Providing timely written notice of revocation to Best Buy's Secretary at our principal office.

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•	Decisions to Address the Crisis. The first category comprises decisions made in response to the crisis, which reflect the difficult balance of interests the Board had to weigh given the extraordinary circumstances it faced.

•	Decisions to Drive Future Performance. This second category deals with decisions made in an effort to drive the progress of the Company going forward, through which the Company has affirmed its commitment to market-based and performance-driven compensation.

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•	Selecting and evaluating the performance of our CEO;

•	Reviewing and approving major financial, strategic and operating decisions and other significant actions;

•	Overseeing the conduct of our business and the assessment of our business risks to evaluate whether our business is being properly managed;

•	Overseeing the processes for maintaining integrity with regard to our financial statements and other public disclosures, and compliance with legal and ethical standards; and

•	Planning for succession with respect to the position of CEO and monitoring management's succession planning for other senior executives.

•

Consistent with its commitment to strong corporate governance principles, the Board has revised its position on a classified board structure. As evidenced by the management proposal included in this proxy statement to amend the Company's By-laws, the Board is seeking to declassify its board structure so that each director stands for re-election on an annual basis. If approved by shareholders, this change will be implemented starting with directors up for elections in 2014.

•	Our Board is overwhelmingly independent. Of our ten directors, only one, our CEO, is a Best Buy employee. Further, the Board has affirmatively determined that eight of our ten directors are independent under SEC and NYSE corporate governance rules, as applicable.

•	Our Board is very active and engaged. Our directors attended, on average, over 95% of fiscal 2013 Board and Board committee meetings.

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•	Audit Committee;

•	Compensation and Human Resources Committee ("Compensation Committee");

•	Nominating, Corporate Governance and Public Policy Committee ("Nominating Committee"); and

•	Finance and Investment Policy Committee.

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*	Chair

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†	Designated as an "audit committee financial expert" per SEC rules.

*	Chair

†	Designated as an "audit committee financial expert" per SEC rules.

(1)	Mr. James is retiring from the Board and will not be standing for re-election at the 2013 Regular Meeting of Shareholders scheduled for June 20, 2013. A new chair for the Compensation Committee will be appointed at that time.

•

Our Audit Committee is responsible for oversight of risk associated with our financial controls and compliance activities. The Audit Committee also oversees management's processes to identify and quantify the material risks that we face. In connection with its risk oversight role, the Audit Committee meets privately with representatives of our independent registered public accounting firm, our internal audit staff and our legal staff. Our internal audit staff, who report directly to the Audit Committee at least quarterly, assists management in identifying, evaluating and implementing risk management controls and procedures to address identified risks.

•	Our Compensation Committee is responsible for oversight of risk associated with our compensation plans.

•	Our Nominating Committee is responsible for oversight of Board processes, corporate governance-related risk and activities in the public policy and social responsibility arenas.

•	Our Finance and Investment Policy Committee is responsible for oversight of risk associated with our investment portfolio and liquidity risks.

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•	metric-based pay,

•	time matching,

•	payment for outputs,

•	goal diversification,

•	stock ownership guidelines,

•	payment caps, and

•	clawbacks.

•	Received (or whose immediate family member has received as a result of service as an executive officer) more than $120,000 during any 12-month period in direct compensation from Best Buy, other than director and committee fees and certain pension payments and other deferred compensation;

•	Been an employee of Best Buy;

•	Had an immediate family member who was an executive officer of Best Buy;

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•	Personally worked on (or whose immediate family member has personally worked on) our audit as a partner or an employee of our internal auditors or independent registered public accounting firm; or

•	Been (or whose immediate family member has been) employed as an executive officer of another company whose compensation committee at that time included a present executive officer of Best Buy; or

•	A partner or employee of our independent registered public accounting firm, or a director whose immediate family member is a partner of such firm or is employed by such firm and personally works on our audit; or

•	An employee (or has an immediate family member who is an executive officer) of another company that has made payments to Best Buy, or received payments from Best Buy, for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of such other company's consolidated gross revenues.

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*	Less than 1%.

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(1)	The business address for all current directors and executive officers is 7601 Penn Avenue South, Richfield, Minnesota, 55423. Address information for former executive officers was not available.

(2)	The figure represents: (a) 137,682 outstanding shares owned by Mr. Joly; and (b) 295,968 unvested shares of restricted stock subject to a time-based vesting schedule.

(3)	The figure represents: 107,614 unvested shares of restricted stock subject to a time-based vesting schedule.

(4)

The figure represents: (a) 54,167 outstanding shares owned by Ms. Ballard, of which 33,318 shares have been pledged as collateral to secure a line of credit; (b) 161,867 unvested shares of restricted stock subject to a time-based vesting schedule; (c) 16,473 outstanding shares registered in the name of State Street Bank ("Trustee"), and held by the Trustee in connection with the Best Buy Retirement Savings Plan ("Retirement Savings Plan") for the benefit of Ms. Ballard; and (d) options to purchase 382,831 shares, which she could exercise within 60 days of February 2, 2013.

(5)

The figure represents: (a) 31,445 outstanding shares owned by Ms. Surface; (b) 123,110 unvested shares of restricted stock subject to a time-based vesting schedule; (c) 440 outstanding shares registered in the name of the Trustee, and held by the Trustee in connection with the Retirement Savings Plan for the benefit of Ms. Surface; and (d) options to purchase 46,584 shares, which she could exercise within 60 days of February 2, 2013.

(6)

The figure represents: (a) 13,462 outstanding shares owned by Mr. Nelsen; (b) 87,098 unvested shares of restricted stock subject to a time-based vesting schedule; (c) 806 outstanding shares registered in the name of the Trustee, and held by the Trustee in connection with the Retirement Savings Plan for the benefit of Mr. Nelsen; and (d) options to purchase 81,559 shares, which he could exercise within 60 days of February 2, 2013.

(7)	The figure represents: (a) 81,833 outstanding shares owned by Mr. Tyabji; and (b) options to purchase 62,500 shares, which he could exercise within 60 days of February 2, 2013.

(8)

The figure represents Mr. Anderson's holdings as of March 25, 2013, the date of his appointment to our Board: (a) 37,233 outstanding shares registered in the name of Mr. Anderson and a co-trustee, and held by them as trustees of a trust for the benefit of Mr. Anderson; (b) 121,000 outstanding shares registered in the name of Mr. Anderson's spouse and a co-trustee, and held by them as trustees of a trust for the benefit of Mr. Anderson's spouse (Mr. Anderson has disclaimed beneficial ownership of these shares); (c) 35,494 outstanding shares held in a Grantor Retained Annuity Trust registered in the name of Mr. Anderson's spouse and co-trustees, and held by them as trustees for the benefit of Mr. Anderson's spouse (Mr. Anderson has disclaimed beneficial ownership of these shares); (d) 53,405 outstanding shares owned by the Anderson Family Foundation, of which Mr. Anderson is a director; and (e) options to purchase 11,250 shares, which he could exercise within 60 days of March 25, 2013.

(9)	The figure represents: (a) 12,824 outstanding shares owned by Ms. Caputo; and (b) options to purchase 12,500 shares, which she could exercise within 60 days of February 2, 2013.

(10)	The figure represents Mr. Fradin's holdings as of April 17, 2013, the date of his appointment to our Board.

(11)	The figure represents: (a) 10,730 outstanding shares owned by Ms. Higgins Victor; and (b) options to purchase 51,250 shares, which she could exercise within 60 days of February 2, 2013.

(12)	The figure represents: (a) 16,032 outstanding shares owned by Mr. James; and (b) options to purchase 62,500 shares, which he could exercise within 60 days of February 2, 2013.

(13)	The figure represents: (a) 690 outstanding shares owned by Mr. Khosla; (b) 11,440 outstanding shares registered in the name of Mr. Khosla and a co-trustee, and held by them as trustees of a trust for the benefit of Mr. Khosla; and (c) options to purchase 21,250 shares, which he could exercise within 60 days of February 2, 2013.

(14)

The figure represents Mr. Lenzmeier's holdings as of March 25, 2013, the date of his appointment to our Board: (a) 74,477 outstanding shares held in a Grantor Retained Annuity Trust registered in the name of Mr. Lenzmeier and co-trustees, and held by them as trustees for the benefit of Mr. Lenzmeier; (b) 732,678 outstanding shares registered in the name of Mr. Lenzmeier and a co-trustee, and held by them as trustees of a trust for the benefit of Mr. Lenzmeier and his spouse; and (c) options to purchase 201,250 shares, which he could exercise within 60 days of March 25, 2013.

(15)	The figure represents: (a) 13,340 outstanding shares owned by Mr. Vittecoq; and (b) options to purchase 21,250 shares, which he could exercise within 60 days of February 2, 2013.

(16)	The figure represents: (a) 51,709 outstanding shares owned by Mr. Dunn; (b) 126,407 unvested shares of restricted stock subject to a time-based vesting schedule; and (c) 19,940 outstanding shares held in Mr. Dunn's individual retirement account.

(17)	The figure represents: (a) 174,161 outstanding shares owned by Mr. Mikan; and (b) options to purchase 25,000 shares, which he could exercise within 60 days of February 2, 2013.

(18)

The figure represents: (a) 113,156 outstanding shares owned by Mr. Muehlbauer; (b) 1,514 outstanding shares held in Mr. Muehlbauer's individual retirement account; (c) 992 outstanding shares registered in the name of the Trustee, and held by the Trustee in connection with the Retirement Savings Plan for the benefit of Mr. Muehlbauer; and (d) options to purchase 349,778 shares, which he could exercise within 60 days of February 2, 2013.

(19)	The figure represents 52,837 outstanding shares owned by Mr. Gillett.

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(20)	The figure represents Mr. Vitelli's holdings as of February 28, 2013: (a) 114,952 outstanding shares owned by Mr. Vitelli; (b) 1,264 outstanding shares registered in the name of the Trustee, and held by the Trustee in connection with the Retirement Savings Plan for the benefit of Mr. Vitelli; and (c) options to purchase 213,601 shares, which he could exercise within 60 days of February 2, 2013.

(21)

The figure represents: (a) outstanding shares and options described in the preceding footnotes (2) thru (15); (b) 17,282 outstanding shares owned by executive officers not named in the table; (c) 33,770  unvested shares of restricted stock, subject to a time-based vesting schedule, owned by executive officers not named in the table; (d) 3,777 outstanding shares registered in the name of the Trustee, and held by the Trustee in connection with the Retirement Savings Plan for the benefit of other executive officers; and (d) options granted to other executive officers to purchase 76,662 shares, which they could exercise within 60 days of February 2, 2013.

(22)

The figure represents Mr. Schulze's holdings as of March 25, 2013, the date of his appointment as our Chairman Emeritus: (a) 1,732,500 outstanding shares owned by Mr. Schulze; (b) 56,380,184 outstanding shares registered in the name of Mr. Schulze and a co-trustee, and held by them as trustees of a trust for the benefit of Mr. Schulze, of which up to $150 million in aggregate value of shares have been pledged by the trust as collateral to secure a line of credit; (c) 3,580,402 outstanding shares registered in the name of Mr. Schulze and co-trustees, and held by them as trustees of Grantor Retained Annuity Trusts for the benefit of Mr. Schulze and his family; (d) 1,143,043 outstanding shares registered in the name of Mr. Schulze and a co-trustee, and held by them as trustees of the Sandra Schulze Grantor Retained Annuity Trust; (e) 950,169 outstanding shares held by a limited partnership of which Mr. Schulze is the sole general partner (Mr. Schulze has disclaimed beneficial ownership of these shares except to the extent of his pecuniary interest therein); (f) 252,312 outstanding shares held by a limited partnership of which a limited liability company owned by Mr. Schulze is the sole general partner; (g) 31,672 outstanding shares held by a limited partnership of which a limited liability company owned by Mr. Schulze is the sole general partner; (h) 39,566 outstanding shares registered in the name of Mr. Schulze and held by him as trustee of trusts for the benefit of the children of Mr. Schulze's spouse (Mr. Schulze has disclaimed beneficial ownership of these shares); (i) 11,758 outstanding shares registered in the name of Mr. Schulze's spouse and co-trustees, and held by them as trustees of trusts for the benefit of Mr. Schulze's spouse (Mr. Schulze has disclaimed beneficial ownership of these shares); (j) 183,726 outstanding shares registered in the name of Mr. Schulze and a co-trustee, and held by them as trustees of the Sandra Schulze Revocable Trust dated June 14, 2001 (Mr. Schulze has disclaimed beneficial ownership of these shares); (k) 2,061 outstanding shares held in Mr. Schulze's individual retirement account; (l) 2,228,419 outstanding shares owned by The Richard M. Schulze Family Foundation, of which Mr. Schulze is the sole director; (m) 75,862 outstanding shares registered in the Trustee in connection with the Retirement Saving Plan for the benefit of Mr. Schulze; and (n) options to purchase 30,000 shares, which he could exercise within 60 days of March 25, 2013.

(23)	As reported on the owner's most recent Schedule 13G filed with the SEC on February 14, 2013. FMR LLC and certain related entities have sole voting power over 6,387,312 shares and sole dispositive power over 29,516,761 shares.

(24)	As reported on the owner's most recent Schedule 13G filed with the SEC on January 30, 2013. Blackrock, Inc. has sole voting dispositive power over 27,187,908 shares.

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(1)

Consists of fees for professional services rendered in connection with the audits of our consolidated financial statements and the effectiveness of our internal control over financial reporting for the fiscal years ended February 2, 2013, and March 3, 2012; the reviews of the consolidated financial statements included in each of our Quarterly Reports on Form 10-Q during those fiscal years; consultations on accounting matters; and SEC registration statements.

(2)	Consists primarily of fees for statutory audit filings, as well as the audits of our retirement savings plans and foundations. Includes fees of $1,477,000 and $1,899,000 incurred for fiscal 2013 and fiscal 2012, respectively, for statutory audits of Best Buy Europe, in which we have a 50% controlling interest.

(3)	Consists primarily of tax compliance services based on time and materials.

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•

Upon his termination as CEO in April 2012, the Board negotiated a separation agreement with Mr. Dunn. This agreement included continued vesting in certain equity awards and a cash severance payment in exchange for extended non-compete, non-solicitation and non-disparagement protections. The agreement with Mr. Dunn was made during the early part of fiscal 2013, but prior to our 2012 Regular Meeting of Shareholders. Feedback from

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•

George L. Mikan III was appointed interim CEO while a search for a permanent CEO was conducted. Due to the brief and uncertain nature of his appointment, the Compensation Committee approved a compensation package that consisted primarily of a cash stipend and a pro-rated annual stock award. This temporary pay arrangement was designed to incent Mr. Mikan to make objective decisions consistent with the long-term interests of the enterprise, during his short tenure in the role.

•

During this same period, the Compensation Committee, at the behest of the Company, determined that any unplanned departures of senior leaders during the interim period could further deepen the degree of difficulty the Company was facing. This circumstance was exacerbated by the fact that an interim CEO would have had a difficult time attracting external senior talent in the event an unplanned executive vacancy needed to be filled. To prevent any unplanned departures and minimize the disruption created by future leadership changes, the Compensation Committee approved Continuity Awards that would offer a mix of cash and stock to the senior leadership team in exchange for their continued, resolute support of the business transformation. The premise for these awards was straightforward: at a time of extreme uncertainty, with no permanent CEO, a founder exploring options to take the Company private, a declining business and steeply receding stock price, the company faced a real risk of losing top executives at the worst possible time. The Continuity Awards successfully facilitated the retention of key executives and the rational and non-disruptive departure process for Messrs. Muehlbauer and Vitelli, following the appointment of Mr. Joly as our new CEO.

•

Mr. Joly was recruited as the new President and CEO in August 2012. In designing his remuneration package, the Compensation Committee paid particular attention to the ways in which Mr. Joly was being incented to perform. The overwhelming majority of his annual compensation is variable compensation that depends on changes in share price and the degree to which specific performance goals are attained. As for his sign-on bonus, it was intended to compensate Mr. Joly for money he would have collected from his previous employer had he remained in its employment. What is important to note is that, while Mr. Joly's previous employer was committed to paying him that amount in cash, the equivalent value provided by Best Buy was predominantly, over 80%, in equity, much of it tied to performance metrics.

•

Sharon McCollam was recruited as our Executive Vice President, Chief Administrative Officer and Chief Financial Officer in November 2012. Her compensation package, as outlined in her employment agreement, reflects the breadth of her role including all aspects of global finance, strategic planning and corporate development, information technology, procurement and oversight of our real estate portfolio.

•	For current NEOs, in light of financial performance coming in well-below expectations, no short-term incentive awards were paid.

•

In light of shareholder feedback regarding the severance package offered to Mr. Dunn, the Compensation Committee took a concerted effort to ensure future NEO departures were handled with full transparency and consistent with previously disclosed benefits and obligations. This was evident in the Compensation Committee's handling of the involuntary departures of Mr. Muehlbauer and Mr. Vitelli, the terms of which were consistent with our ERISA severance plan and the award agreements in place at the time of their departures.

•

The Compensation Committee approached a voluntary NEO departure with similar discipline. Stephen Gillett was recruited in March 2012 to lead the Company's digital transformation and e-commerce platforms. Upon his voluntary departure in December 2012, the Company exercised the clawback provisions in his agreements — returning or forfeiting approximately 80% of his compensation. Consistent with the award agreements in place, the Compensation

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•

Based on shareholder feedback and a review of market practices, a performance-based component was added to the executive long-term incentive plan. Equity awards to NEOs now are composed of one-third performance shares tied to relative total shareholder return ("TSR"), one-third stock options, and one-third restricted stock, with the CEO's 2014 awards being in the form of 50% performance-based shares, 20% stock options, and 30% time-based restricted stock.

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•	Hubert Joly, President and CEO;

•	Sharon L. McCollam, Executive Vice President (“EVP”) – Chief Administrative Officer (“CAO”) and Chief Financial Officer (“CFO”);

•	Shari L. Ballard, EVP – President, International;

•	Keith J. Nelsen, EVP – General Counsel, Chief Risk Officer and Secretary; and

•	Carol A. Surface, EVP – Chief Human Resources Officer.

•	Brian J. Dunn, former CEO;

•	George L. Mikan III, former interim CEO;

•	James L. Muehlbauer, former EVP – Finance and CFO;

•	Stephen Gillett, former President, Best Buy Digital and EVP, Global Business Services; and

•	Michael A. Vitelli, former EVP – President, U.S.

•	Attract, motivate and retain highly qualified executives;

•	Establish challenging, but realistic goals, balanced between short-term and long-term objectives;

•	Provide a meaningful portion of compensation in variable (versus fixed) pay, with a significant portion of variable compensation in the form of long-term equity awards; and

•	Maintain a flexible compensation structure that allows employees to share in our success.

•	Pay-for-performance. We tie pay to performance. The majority of executive pay is not guaranteed and tied to performance metrics designed to drive shareholder value. If goals are not attained, no compensation is paid, which was the case with regard to our short-term incentive plan for fiscal 2013.

•

Mitigate undue risk. We mitigate undue risk, including utilizing caps on incentive award payments and vesting periods on potential equity payments, clawback provisions, restrictive covenants and multiple performance metrics. The Compensation Committee annually reviews our compensation risk profile to ensure that our compensation-related risks are not reasonably likely to have a material adverse effect on the Company.

•	Double trigger. Our agreements that provide for accelerated vesting of future equity awards after a change in control do so only if an employee is also terminated within a specified period of time after the change in control (a double trigger).

•	Independent Compensation Committee and Committee Consultant. The Compensation Committee is comprised solely of independent directors. The Compensation Committee's independent compensation consultant is retained directly by

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•	Shareholder engagement. We routinely engage with shareholders regarding executive compensation and related issues. These efforts have continued and increased following last year's “Say on Pay” vote.

•	Re-pricing of stock options. Under the terms of our Omnibus Plan, a stock option may not, without the approval of our shareholders, be: (1) amended to reduce its initial exercise price (except for adjustments in the case of a stock split or similar event); or (ii) canceled and replaced by a stock option having a lower exercise price.

•	Stock ownership and trading policies. We have stock ownership guidelines for our executive officers, including the NEOs. As of the end of fiscal 2013, each NEO was in compliance with the guidelines. We have a policy prohibiting all employees, including the NEOs, from engaging in any hedging transactions with respect to equity securities of the Company.

•	NEOs' benefits. Our executive officers, including the NEOs, generally receive the same employee benefits as other officers. We do not have an executive retirement plan that provides extra benefits to the NEOs.

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(1)	The cost of the total direct compensation paid to our NEOs;

(2)	The relationship between our financial performance and the compensation paid to our NEOs; and

(3)	The relative difficulty in achievement of our incentive performance targets.

—	Business strategy: Combination of retailers, e-tailers, digital companies, global companies and iconic brands;

—	Size: Revenue and/or market capitalization similar to us;

—	Current peers: Preference, but not obligation, toward consistency in an effort to maintain consistency from year to year in the results of our compensation analysis; and

—	Labor market consideration: Companies that listed us as a peer.

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Net operating profit ("NOP") — NOP is defined as revenue minus cost of goods sold, and selling, general and administrative expenses. NOP was included as a key metric because it reflects the decisions and actions of a short-term environment while still taking selling, general and administrative expenses into account. Satisfaction of this metric serves as a funding gate. Because NOP was not achieved, there was no payment and no other metrics influenced this result;

•	Revenue — revenue growth continued to be a key indicator for the retail industry;

•	Talent Index — metric includes three equally weighted talent management components that emphasize the importance of building a robust talent bench; and

•	Customer Satisfaction — the Compensation Committee included this metric to help focus leadership on improving customer satisfaction, which is a key driver of improved results across many key indicators.

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•	A buy-out cash award of $3,500,000;

•	A grant of fully vested shares of common stock valued at $3,000,000 on the date of grant. Mr. Joly has agreed to hold such shares for at least two years from the date of grant or, if earlier, his termination;

•	A grant of restricted stock units with a grant date value of $6,000,000, vesting in 36 equal monthly installments, payable six months after Mr. Joly's separation from the Company;

•	A stock option grant having a Black Scholes value of $3,750,000 vesting 25% on the date of grant and 75% in equal installments on the first three anniversaries of Mr. Joly's start date; and

•	A grant of performance share units having a grant date value, at target, of $3,750,000, subject to goals based on the performance of Best Buy's total shareholder return relative to a peer group over three years.

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•	A cash award of $500,000;

•	A guaranteed pro-rated target STI bonus of $231,250 for the two months Ms. McCollam was employed during fiscal 2013;

•	A grant of restricted shares with a grant date value of $1,333,334, vesting in one-third installments on each of the first, second and third anniversaries of Ms. McCollam's start date;

•	A stock option grant having a Black Scholes value of $1,333,334, vesting in one-third installments on each of the first, second and third anniversaries of Ms. McCollam's start date; and

•	A grant of performance shares having a grant date value, at target, of $1,333,334, subject to goals based on the performance of Best Buy's total shareholder return relative to a peer group over three years.

•	One-time equity sign-on grant of $5,300,000 to replace value foregone at his former employer;

•	A sign-on cash bonus of $2,500,000; and

•	Participation in the Continuity Awards described below.

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(1)	Only highly compensated employees and directors are eligible to participate in the Deferred Compensation Plan, as described below.

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•	Equivalent shares owned in the Best Buy Stock Fund within our Retirement Savings Plan;

•	50% of non-vested shares subject to performance conditions granted under our LTI program;

•	50% of non-vested shares subject to time-based conditions granted under our LTI program; and

•	50% of the intrinsic value of vested stock options granted under our LTI program.

(1)	Ownership targets will be adjusted for stock splits, stock dividends or similar events.

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•	Bi-weekly payments based on annual cash compensation of $3,300,000, representing an annual base salary of $1,100,000 plus $2,200,000 in annual bonus opportunity in lieu of Mr. Mikan's participation in the STI; and

•	Up to 263,000 shares of stock upon the completion of his service as interim CEO, in lieu of Mr. Mikan's participation in the LTI. Based on Mr. Mikan's length of service and performance in the role, he was awarded 109,584 shares valued at $1,974,704 upon the completion of his service as interim CEO.

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•	The previously earned fiscal year 2012 bonus of $1,140,000;

•

The continued vesting (which otherwise would have been forfeited upon termination of employment) of the previously awarded and reported restricted stock grants of 131,876 shares on their original terms over the next three years, at which point any unvested shares of restricted stock will vest, subject to Mr. Dunn's compliance with the non-competition provisions (such restricted stock was valued at the close of business on May 11, 2012, at $19.28 per share (totaling $2,542,569));

•	A severance payment of $2,850,000, payable in installments over 36 months, subject to Mr. Dunn's compliance with the non-competition provisions; and

•	Compensation for unused vacation of $106,742 (in accordance with Best Buy policy).

•	A lump sum payment totaling $1,400,000, which consisted of 24 months of base salary ($1,350,000) and $50,000 to cover additional expenses such as tax planning, etc.;

•	18 months of COBRA continuation coverage for group medical, dental and vision benefits;

•	Accelerated vesting of the remaining 77,002 Continuity Award restricted shares and the cash amounts previously paid under his Continuity Award Agreement dated June 21, 2012; and

•	Accelerated vesting of 45,334 (two-thirds of the) restricted shares awarded to him under his Retention Award Agreement dated April 6, 2011 (note: the remaining one-third were forfeited).

•	A lump sum payment totaling $1,450,000, which consisted of 24 months of base salary ($1,400,000) and $50,000 to cover additional expenses such as tax planning, etc.;

•	18 months of COBRA continuation coverage for group medical, dental and vision benefits;

•	Accelerated vesting of the remaining 77,002 Continuity Award restricted shares and the cash amounts previously paid under his Continuity Award Agreement dated June 21, 2012; and

•	Accelerated vesting of 46,667 (two-thirds of the) restricted shares awarded to him under his Retention Award Agreement dated April 6, 2011 (note: the remaining one-third were forfeited).

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(1)

These amounts are before any deferrals under the Deferred Compensation Plan. We do not provide guaranteed, above-market or preferential earnings on compensation deferred under the Deferred Compensation Plan. The investment options available for notional investment of deferred compensation are similar to those available under the Retirement Savings Plan and can be found, along with additional information about deferred amounts, in Non-Qualified Deferred Compensation.

(2)	These amounts reflect the aggregate grant date fair value for stock-based awards granted to our NEOs for fiscal 2013, fiscal 2012, fiscal 2011 and fiscal 2010. The fiscal 2013 amounts are explained in greater detail in Grants of Plan-Based Awards. The amounts reported have not been adjusted to eliminate

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(3)	These amounts reflect STI payments made for fiscal 2013, fiscal 2012, fiscal 2011 and fiscal 2010. The respective STI plans are described in Compensation Discussion and Analysis – Ongoing Compensation - Executive Compensation Elements – Short-Term Incentive.

(4)	For fiscal 2013, these amounts include All Other Compensation as described in the following table:

(a)	These amounts reflect our matching contributions to the NEOs' Retirement Savings Plan accounts.

(b)	These amounts reflect the portions of premiums paid by us for life insurance coverage exceeding $50,000.

(c)	These amounts reflect the portions of premiums paid by us for supplemental executive long-term disability insurance.

(d)	The amount reflects a pre-employment executive physical paid for by the Company.

(e)	The amount includes severance paid to Mr. Dunn during fiscal 2013 ($846,308), a lump-sum payout of accrued vacation time ($106,742) and Company-paid COBRA health benefits ($12,538).

(f)	The amount reflects a tax gross-up payment related to tax services reimbursements.

(g)

The amount includes the following Company-paid items pursuant to the relocation provisions of Ms. McCollam's employment agreement: temporary housing ($21,700), a tax gross-up related to the temporary housing ($5,575), furnishings for temporary housing ($2,956); airfare for Ms. McCollam and her spouse between their home in San Francisco and Minneapolis ($3,661) and the cost of shipping personal goods ($4,170).

(h)	The amount represents Mr. Muehlbauer's severance payment ($1,400,000) and a lump-sum payout of accrued vacation time ($46,013).

(i)	The amount includes a tax gross-up payment related to tax services reimbursements ($29), the cost of a Company-paid executive physical ($4,231) and the cost of Company-paid pledge fees for a personal board membership ($2,500).

(j)	The amount includes a tax gross-up payment related to tax services reimbursements ($15), imputed income for a gift card received as recognition ($500) and a tax gross-up payment related to the imputed income for the $500 gift card ($243).

(k)	The amount reflects the cost of a Company-paid executive physical.

(l)

The amount reflects the following relocation-related costs paid for by the Company, net of the $697,666 partial reimbursement the Company received for these expenses when Mr. Gillett resigned: $1,014,878 in expenses related to the sale of Mr. Gillett's home in Washington (includes the $225,000 estimated loss on the sale and an additional $525,000 in actual loss on the sale of the home), a $101,738 tax gross-up on the $225,000 estimated loss, a $20,417 tax gross-up on some of the expenses related to the sale of Mr. Gillett's home, $59,690 for shipment of personal goods, $11,933 in closing costs on the home Mr. Gillett purchased in Minnesota, a $3,845 tax gross-up on some of these closing costs, $14,997 in temporary lodging costs, $6,816 in tax gross-ups on the temporary lodging costs, a $6,560 school tuition deposit, a $2,966 tax gross-up on the school tuition deposit, $18,261 in other miscellaneous relocation expenses and tax gross-ups on these miscellaneous expenses ($11,498). The amount also includes imputed income for a gift card received as recognition ($500) and a tax gross-up payment related to the imputed income for the $500 gift card ($273).

(m)	The amount represents Mr. Vitelli's severance payment ($1,450,000) and a lump-sum payout of accrued vacation time ($46,604).

(n)	The amount includes a tax gross-up payment related to tax services reimbursements ($28), the cost of a Company-paid executive physical ($8,034) and reimbursement of personal expenses in conjunction with business travel ($425).

(5)	Mr. Joly joined the Company on September 4, 2012.

(6)	The amount represents the NEO's cash buy-out or sign-on bonus.

(7)

A portion of the amount represents a performance-based stock award (valued at the probable outcome of the award as of the grant date) that will be earned depending on the performance of our stock's total shareholder return, relative to a peer group comprised of the S&P 500 Index, over the 36-month period commencing on October 1, 2012 and ending on September 30, 2015 (for additional details regarding the performance-based stock award and the

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(8)	Mr. Dunn resigned from the Company on April 9, 2012.

(9)

Mr. Dunn was not granted any new stock-based awards during fiscal 2013; however, per the terms of his separation agreement dated May 12, 2012, the four time-based restricted stock awards he received in fiscal 2012 (with grant date fair value totaling $3,632,679) were modified to allow continued vesting for 36 months following his termination date, and at the end of the 36-month period any unvested shares will immediately vest. Therefore, the amount represents the incremental fair value of the modified fiscal 2012 awards. For additional details regarding the modified awards, see Grants of Plan-Based Awards.

(10)	Mr. Mikan served as our interim CEO from April 10, 2012 to September 3, 2012.

(11)	Ms. McCollam joined the Company on December 10, 2012.

(12)	This amount represents Ms. McCollam's cash sign-on bonus ($500,000) and guaranteed annual bonus, equal to her target STI payment pro-rated for the number of days she was employed during fiscal 2013 ($231,250).

(13)	Mr. Muehlbauer resigned from the Company on February 2, 2013. Of the amount included in the 2013 "Stock Awards" column, $685,582 represents awards forfeited upon termination. The entire value reflected in the 2013 "Option Awards" column also reflects awards forfeited upon termination.

(14)	This amount represents the cash portion of the NEO's Continuity Award as described in greater detail in Compensation Discussion and Analysis – Non-recurring Compensation – Continuity Awards.

(15)	Ms. Surface joined the Company during fiscal 2011 (March 2010).

(16)

Mr. Gillett joined the Company on March 14, 2012 and resigned from the Company on December 20, 2012. As explained in footnotes (4)(l) and (17), we also clawed back a portion of the compensation paid to Mr. Gillett during fiscal 2013. Therefore, the values in the "Bonus" and "All Other Compensation" columns of the Summary Compensation Table are net of the portions we clawed back. In addition, of the amount included in the 2013 "Stock Awards" column, $6,724,962 represents awards forfeited upon termination and the entire value reflected in the 2013 "Option Awards" column reflects awards forfeited upon termination. By deducting these forfeitures, as detailed in the following table, Mr. Gillett's fiscal 2013 compensation is reduced to $2,993,162:

(17)	This amount represents Mr. Gillett's cash sign-on bonus ($2,500,000) and the cash portion of Mr. Gillett's Continuity Award ($500,000), net of the respective repayments of $1,684,125 and $286,500 the Company received for these bonuses when Mr. Gillett resigned. The repayment amounts reflect the net values of the bonuses Mr. Gillett received after tax withholdings.

(18)	Mr. Vitelli resigned from the Company on February 2, 2013. Of the amount included in the 2013 "Stock Awards" column, $403,283 represents awards forfeited upon termination. The entire value reflected in the 2013 "Option Awards" column also reflects awards forfeited upon termination.

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(1)

These amounts reflect the potential threshold, target and maximum payout for each NEO under our fiscal 2013 STI, which is described in greater detail in Compensation Discussion and Analysis – Ongoing Compensation - Executive Compensation Elementary – Short-Term Incentive. The actual payout awarded to each NEO for fiscal 2013 is provided in Compensation Discussion and Analysis – Ongoing Compensation - Executive Compensation Elementary – Short-Term Incentive and the Summary Compensation Table. Messrs. Joly, Dunn and Mikan and Ms. McCollam were not eligible for a payment under our fiscal 2013 STI.

(2)

These amounts reflect the aggregate grant date fair value. The amounts reported have not been adjusted to eliminate service-based forfeiture assumptions. The other assumptions used in calculating these amounts are set forth in Note 10, Shareholders' Equity, to the consolidated financial statements included in our Transition Report on Form 10-K for the fiscal year ended February 2, 2013. The value reflected for any performance-based restricted stock awards is the value at the grant date of the probable outcome of the award.

(3)	The amount reflects fully vested shares as discussed in Compensation Discussion and Analysis – Ongoing Compensation - Executive Compensation Elementary – Sign-on Awards.

(4)

The amounts reflect Mr. Joly's buy-out grant of time-based restricted stock units (the "RSUs") which will vest in 36 equal installments of 9,249 shares each starting one month from the grant date (October 4, 2012) and each successive month after until becoming fully vested, provided Mr. Joly has been continually employed with us through those dates. The RSUs, to the extent vested, will be payable to Mr. Joly within six months of his separation from the Company. Mr. Joly is also entitled to an accrual of dividend equivalents, equal to the cash amount that would have been payable on the number of RSUs held by Mr. Joly as of the close of business on the record date for each declared dividend, which shall be credited to Mr. Joly as the equivalent amount of shares that could have been purchased as of the close of business on the dividend payment date. The accrued dividend equivalents will be payable to Mr. Joly at the same time as his RSUs are paid.

(5)

The amounts reflect Mr. Joly's buy-out grant of performance-based stock units (the "PSUs") that, if earned, will vest at the threshold, target or maximum level depending on the performance of our stock's total shareholder return, relative to a peer group comprised of the S&P 500 Index, over the 36-month period commencing on October 1, 2012 and ending on September 30, 2015. Mr. Joly is also entitled to an accrual of dividend equivalents, equal to the cash amount that would have been payable on the number of PSUs held by Mr. Joly as of the close of business on the

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(6)

The amounts reflect Mr. Joly's buy-out grant of non-qualified stock options that have a term of ten years and become exercisable in four equal installments of 25% each, with the first 25% installment vesting on the grant date and the remaining three installments vesting on each of the next three anniversaries of the grant date, provided Mr. Joly has been continually employed with us through those dates. The option exercise price is equal to the closing price of our common stock on the grant date, as quoted on the NYSE.

(7)	The amounts reflect the modified time-based restricted stock grants that Mr. Dunn received pursuant to his separation agreement dated May 12, 2012. The awards were originally granted to Mr. Dunn during fiscal 2012 and were modified as follows:

(8)	The amounts reflect fully vested shares as discussed in Compensation Discussion and Analysis – Elements of Our Compensation and Benefit Programs – Stipend.

(9)

The amounts reflect Ms. McCollam's sign-on time-based restricted stock award ("RSA") which will vest in three equal installments of 1/3 each on each of the first three anniversaries of the grant date provided Ms. McCollam has been continually employed with us through those dates. Ms. McCollam is also entitled to an accrual of dividend equivalents, equal to the cash amount that would have been payable on the number of RSAs held by Ms. McCollam as of the close of business on the record date for each declared dividend, which shall be credited to Ms. McCollam as the equivalent amount of shares that could have been purchased as of the close of business on the dividend payment date. The accrued dividend equivalents will be payable to Ms. McCollam when the RSAs on which such dividend equivalents were credited have vested.

(10)

The amounts reflect Ms. McCollam's sign-on performance-based stock award ("PSA") that, if earned, will vest at the threshold, target or maximum level depending on the performance of our stock's total shareholder return, relative to a peer group comprised of the S&P 500 Index, over the 36-month period commencing on October 1, 2012 and ending on September 30, 2015. Ms. McCollam is also entitled to an accrual of dividend equivalents, equal to the cash amount that would have been payable on the number of PSAs held by Ms. McCollam as of the close of business on the record date for each declared dividend, which shall be credited to Ms. McCollam as the equivalent amount of shares that could have been purchased as of the close of business on the dividend payment date. The accrued dividend equivalents will be payable to Ms. McCollam when the PSAs on which such dividend equivalents were credited have become earned, vested and payable.

(11)

The amounts reflect Ms. McCollam's sign-on non-qualified stock options that have a term of ten years and become exercisable in three equal installments of 1/3 each on each of the first three anniversaries of the grant date provided the NEO has been continually employed with us through those dates. The option exercise price is equal to the closing price of our common stock on the grant date, as quoted on the NYSE.

(12)	The amounts reflect time-based restricted stock awards, as discussed in Compensation Discussion and Analysis – Elements of Our Compensation and Benefit Programs – Long-Term Incentive, which will vest in three equal installments of 1/3 each on each of the first three anniversaries of the grant date provided the NEO has been continually employed with us through those dates.

(13)

The amounts reflect non-qualified stock options, as discussed in Compensation Discussion and Analysis – Elements of Our Compensation and Benefit Programs – Long-Term Incentive, that have a term of ten years and become exercisable in three equal installments of 1/3 each on each of the first three anniversaries of the grant date provided the NEO has been continually employed with us through those dates. The option exercise price is equal to the closing price of our common stock on the grant date, as quoted on the NYSE.

(14)

The amounts reflect a time-based restricted stock award, as discussed in Compensation Discussion and Analysis – Elements of Our Compensation and Benefit Programs – Continuity Awards, which will vest in four equal installments of 25% each, with the first 25% installment vesting on the grant date and the remaining three installments vesting on each of the next three anniversaries of the grant date, provided the NEO has been continually employed with us through those dates.

(15)

The amounts reflect performance-based stock awards ("PSAs") , as discussed in Compensation Discussion and Analysis – Elements of Our Compensation and Benefit Programs – Long-Term Incentive, that , if earned, will vest at the threshold, target or maximum level depending on the performance of our stock's total shareholder return, relative to a peer group comprised of the S&P 500 Index, over the 36-month period commencing on October 1, 2012 and ending on September 30, 2015. The NEOs are also entitled to an accrual of dividend equivalents, equal to the cash amount that would have been payable on the number of PSAs held by them as of the close of business on the record date for each declared dividend, which shall be credited to them as the equivalent amount of shares that could have been purchased as of the close of business on the dividend payment date. The accrued dividend equivalents will be payable when the PSAs on which such dividend equivalents were credited have become earned, vested and payable.

(16)

The amounts reflect Mr. Gillett's sign-on time-based restricted stock award which vests in four equal installments of 25% each, with the first 25% installment vesting on the grant date and the remaining three installments vesting on each of the next three anniversaries of the grant date, provided Mr. Gillett had been continually employed with us through those dates. Since Mr. Gillett resigned in December, the final three installments of this award were forfeited.

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(1)	For a better understanding of the equity-based awards included in this table, we have provided the grant date of each award.

(2)	These amounts were determined based on the closing price of Best Buy common stock on February 1, 2013, the last trading day in fiscal 2013. The closing price quoted on the NYSE on February 1, 2013, was $16.11.

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(3)

The amounts reflected are the number of shares outstanding under a performance-based restricted stock award based on payout at the threshold level of performance, since performance as of the end of fiscal 2013 was not measuring above the threshold level. All awards reflected in this column, if earned, will vest at the threshold, target or maximum level depending on the performance of our stock total shareholder return, relative to a peer group comprised of the S&P 500 Index, over the 36-month period commencing on October 1, 2012 and ending on September 30, 2015.

(4)	The amount reflects non-qualified stock options that become exercisable in four equal installments of 25% each, with the first 25% installment vesting on the grant date and the remaining three installments vesting on each of the next three anniversaries of the grant date, provided Mr. Joly has been continually employed with us through those dates.

(5)	The amount reflects time-based restricted stock units which vest in 36 equal installments of 9,249 shares each starting one month from the grant date (October 4, 2012) and each successive month after until becoming fully vested, provided Mr. Joly has been continually employed with us through those dates.

(6)

The amount reflects a time-based restricted stock award which will vest in equal installments over a four-year period at the rate of 25% per year, beginning one year from the grant date per the terms of Mr. Dunn's separation agreement dated May 12, 2012, which allows for this award to continue to vest for 36 months following Mr. Dunn's termination date (April 9, 2012). At the end of the 36-month period, any unvested shares will immediately vest in full. Vesting during the 36-month period is subject to Mr. Dunn's continued compliance with the non-competition and non-solicitation provisions of the separation agreement.

(7)

The amount reflects a time-based restricted stock award which will vest in full three-years from the grant date (April 6, 2014) per the terms of Mr. Dunn's separation agreement dated May 12, 2012, which allows for this award to continue to vest for 36 months following Mr. Dunn's termination date (April 9, 2012) subject to Mr. Dunn's continued compliance with the non-competition and non-solicitation provisions of the separation agreement during this period.

(8)	The amount reflects non-qualified stock options that were fully vested on the grant date. This award was granted to Mr. Mikan during his service as a member of our Board.

(9)	The amount reflects non-qualified stock options that become exercisable over a three-year period at the rate of 1/3 per year, beginning one year from the grant date provided the NEO has been continually employed with us through those dates.

(10)	The amount reflects time-based restricted stock that vests over a three-year period at the rate of 1/3 per year, beginning one year from the grant date provided the NEO has been continually employed with us through those dates.

(11)	Mr. Muehlbauer's last day with the Company was February 2, 2013, the last day of fiscal 2013. Any stock options and shares of restricted stock that had not vested as of that date were immediately and irrevocably forfeited. Any vested, unexercised stock options that Mr. Muehlbauer had outstanding, as reflected in this table, were exercisable for 60 days following his termination date.

(12)	The amounts reflect non-qualified stock options that become exercisable over a four-year period at the rate of 25% per year, beginning one year from the grant date provided the NEO has been continually employed with us through those dates.

(13)	The amount reflects a time-based restricted stock award which vests in four equal installments of 25% each, with the first 25% installment vesting on the grant date and the remaining three installments vesting on each of the next three anniversaries of the grant date, provided the NEO has been continually employed with us through those dates.

(14)	The amount reflects a time-based restricted stock award which will vest in equal installments over a four-year period at the rate of 25% per year, beginning one year from the grant date provided the NEO has been continually employed with us through those dates.

(15)	The amount reflects a time-based restricted stock award which will vest in full three-years from the grant date (April 6, 2014) provided the NEO has been continually employed with us through that date.

(16)	Since Mr. Gillett terminated his employment with us on December 20, 2012, all of his unvested stock options and shares of restricted stock were immediately and irrevocably forfeited. At the time of his termination, none of Mr. Gillett's stock options had vested.

(17)	Mr. Vitelli's last day with the Company was February 2, 2013, the last day of fiscal 2013. Any stock options and shares of restricted stock that had not vested as of that date were immediately and irrevocably forfeited. Any vested, unexercised stock options that Mr. Vitelli had outstanding, as reflected in this table, were exercisable for 60 days following his termination date.

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(1)	Value based on market value of Best Buy common stock at the time of exercise, minus the exercise cost.

(2)	Value based on the closing market price of Best Buy common stock on the vesting date.

(3)

The amount represents: (a) the grant of fully-vested shares that Mr. Joly received on his start date, September 4, 2012 (166,482 shares); (b) the partial vesting of Mr. Joly's September 4, 2012 time-based restricted stock unit ("RSU") grant (332,964 shares) which vested in equal installments of 9,249 RSUs on each of October 4, 2012, November 4, 2012, December 4, 2012 and January 4, 2013 and (c) 907 RSUs earned as dividend equivalents relative to the vested portion of the September 4, 2012 RSU grant. Delivery to Mr. Joly of the 36,966 RSUs and the related 907 RSUs earned as dividend equivalents is deferred until after Mr. Joly's separation from the Company, per the terms of his buy-out award agreement.

(4)	On June 8, 2012, Mr. Dunn exercised options to purchase 30,000 shares at an exercise price of $19.11 and a market price of $20.02.

(5)

The amount represents the partial vesting of three time-based restricted stock awards granted under our fiscal 2012 LTI Program: (i) 7,292 shares originally granted on June 20, 2011, which were modified on May 12, 2012, of which 25% vested on June 20, 2012; (ii) 7,292 shares originally granted on September 21, 2011, which were modified on May 12, 2012, of which 25% vested on September 21, 2012 and (iii) 7,292 shares originally granted on February 1, 2012, which were modified on May 12, 2012, of which 25% vested on February 1, 2013. The aforementioned shares vested after Mr. Dunn's separation date (April 9, 2012) pursuant to the terms of Mr. Dunn's separation agreement dated May 12, 2012 which modified the terms of these awards to allow for continued vesting for 36 months following Mr. Dunn's termination, subject to his continued compliance with the non-competition and non-solicitation provisions of the separation agreement during that 36-month period.

(6)	The amount represents the grant of fully-vested shares that Mr. Mikan received on September 4, 2012 for his service as our interim CEO.

(7)

The amount represents: (a) the partial vesting of three time-based restricted stock awards granted under our fiscal 2012 LTI Program: (i) 2,500 shares granted on June 20, 2011 of which 25% vested on June 20, 2012, (ii) 2,500 shares granted on September 21, 2011 of which 25% vested on September 21, 2012 and (iii) 2,500 shares granted on February 1, 2012 of which 25% vested on February 1, 2013; (b) the vesting of the time-based restricted stock Continuity Award (102,669 shares) granted on June 21, 2012 of which 25% vested on the grant date and the remainder of which vested on February 2, 2013 upon Mr. Muehlbauer's termination pursuant to the terms of the award agreement; and (c) the partial vesting of the time-based restricted stock Retention Award (68,000 shares) granted on April 6, 2011 of which 2/3 vested upon Mr. Muehlbauer's termination pursuant to the terms of the award agreement. The provisions of the Continuity Award and Retention Award agreements that allow for accelerated vesting upon termination are explained in greater detail in Potential Payments Upon Termination or Change-in-Control.

(8)

The amount represents: (a) the partial vesting of three time-based restricted stock awards granted under our fiscal 2012 LTI Program: (1) 1,667 shares granted on June 20, 2011 of which 25% vested on June 20, 2012, (2) 1,667 shares granted on September 21, 2011 of which 25% vested on September 21, 2012 and (3) 1,667 shares granted on February 1, 2012 of which 25% vested on February 1, 2013; and (b) the vesting of the time-based restricted stock Continuity Award (102,669 shares) granted on June 21, 2012 of which 25% vested on the grant date.

(9)

The amount represents: (a) the partial vesting of three time-based restricted stock awards granted under our fiscal 2012 LTI Program: (1) 1,042 shares granted on June 20, 2011 of which 25% vested on June 20, 2012, (2) 1,042 shares granted on September 21, 2011 of which 25% vested on September 21, 2012 and (3) 1,042 shares granted on February 1, 2012 of which 25% vested on February 1, 2013; and (b) the partial vesting of the time-based restricted stock Continuity Award (77,002 shares) granted on June 21, 2012 of which 25% vested on the grant date.

(10)

The amount represents: (a) the partial vesting of three time-based restricted stock awards granted under our fiscal 2012 LTI Program: (1) 1,381 shares granted on June 20, 2011 of which 25% vested on June 20, 2012, (2) 1,381 shares granted on September 21, 2011 of which 25% vested on September 21, 2012 and (3) 1,381 shares granted on February 1, 2012 of which 25% vested on February 1, 2013; and (b) the partial vesting of the time-based restricted stock Continuity Award (102,669 shares) granted on June 21, 2012 of which 25% vested on the grant date.

(11)	The amount represents: (a) the partial vesting of the sign-on time-based restricted stock award (240,000 shares) granted on April 16, 2012 of which 25% vested on the grant date and (b) the partial vesting of the time-based restricted stock Continuity Award (102,669 shares) granted on June 21,

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(12)

The amount represents: (a) the partial vesting of three time-based restricted stock awards granted under our fiscal 2012 LTI Program: (1) 1,667 shares granted on June 20, 2011 of which 25% vested on June 20, 2012, (2) 1,667 shares granted on September 21, 2011 of which 25% vested on September 21, 2012 and (3) 1,667 shares granted on February 1, 2012 of which 25% vested on February 1, 2013; (b) the vesting of the time-based restricted stock Continuity Award (102,669 shares) granted on June 21, 2012 of which 25% vested on the grant date and the remainder of which vested on February 2, 2013 upon Mr. Vitelli's termination pursuant to the terms of the award agreement; and (c) the partial vesting of the time-based restricted stock Retention Award (70,000 shares) granted on April 6, 2011 of which 2/3 vested upon Mr. Vitelli's termination pursuant to the terms of the award agreement. The provisions of the Continuity Award and Retention Award agreements that allow for accelerated vesting upon termination are explained in greater detail in Potential Payments Upon Termination or Change-in-Control.

•	Up to 75% of base salary; and

•	Up to 100% of a cash bonus (earned and paid in the same year) and short-term incentive compensation (earned and paid in different years), as applicable.

(1)	This amount reflects restricted stock units (36,966 units) which are fully vested but are not deliverable to Mr. Joly until within six months following his separation from the Company, per the terms of the award agreement. This entire amount was reflected in the "Stock Awards" column of the Summary Compensation Table. The terms of this award can be found in the Grants of Plan-Based Awards Table.

(2)	This amount reflects the value of the dividend equivalents earned by Mr. Joly on his vested restricted stock units during fiscal 2013. The dividend equivalents are in the form of additional restricted stock units (907 units) which are not deliverable to Mr. Joly until within six months following his separation from the Company, per the terms of the award agreement.

(3)

This amount reflects the value of the restricted stock units (36,966 units) and their related dividend equivalents (907 units) calculated based on the closing price of our common stock ($16.11) as quoted on the NYSE on February 1, 2013, the last business day in fiscal 2013. With respect to the value of the restricted stock units, $560,774 of the amount reflected has been previously reported in the “Stock Awards” column of the Summary Compensation Table.

(4)	This amount includes $62,588 which has previously been reported as either "Salary" or "Non-Equity Incentive Plan Compensation" in the Summary Compensation Table.

(5)	This amount was also reported as "Salary" in the Summary Compensation Table.

(6)	This amount includes $859,369 which has previously been reported as either "Salary" or "Non-Equity Incentive Plan Compensation" in the Summary Compensation Table.

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(1)	Rate of return is net of investment management fees, fund expenses or administrative charges, as applicable.

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(1)	Under no circumstances may stock options be exercised after their expiration dates.

(2)	As generally defined in our employment and award agreements, Good Reason is usually deemed to exist if the Company makes a material adverse change to the NEO's title, responsibilities or salary or requires the NEO to work more than 50 miles from the corporate office location in Richfield, MN (except for temporary business-related travel).

(3)	Qualified Retirement is defined in our employment and award agreements as: retirement by an employee, including our NEOs, on or after their 60th birthday, so long as they have been employed continuously for at least the five-year period immediately preceding their retirement date.

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(1)

Pursuant to Mr. Joly's employment agreement, if Mr. Joly voluntarily terminates his employment without Good Reason or is involuntarily terminated for Cause prior to the first anniversary of his commencement date (September 4, 2012), he must repay the aggregate after-tax value of his buy-out cash award and the net after-tax number of shares granted as his buy-out stock award (166,482 fully vested shares granted on September 4, 2012 less 65,796 shares withheld for taxes).

(2)	This amount calculated assuming application of a 40% tax rate to Mr. Joly's buy-out cash award ($3,500,000).

(3)	Pursuant to Ms. McCollam's employment agreement, if Ms. McCollam terminates her employment without Good Reason or is involuntarily terminated for Cause prior to the first anniversary of her employment commencement date (December 10, 2012), she must repay the full amount of her sign-on cash award ($500,000).

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(4)	Pursuant to the terms of the Continuity Awards granted to these NEOs on June 21, 2012, if they voluntarily terminate their employment prior to the one-year anniversary of the appointment of the next CEO (Mr. Joly, who was appointed September 4, 2012), the cash portion of the Continuity Award is subject to recovery by the Company.

(1)	Pursuant to Mr. Joly and Ms. McCollam's employment agreements, their unvested sign-on stock option grants vest 100% if they voluntarily terminate their employment for Good Reason. Unvested stock options granted to our other NEOs under our LTI program do not vest under these circumstances.

(2)	Pursuant to Mr. Joly and Ms. McCollam's employment agreements, their unvested sign-on time-based restricted shares vest 100% if they voluntarily terminate their employment for Good Reason. Unvested time-based restricted shares granted to our other NEOs under our LTI program do not vest under these circumstances.

(3)

The performance-based restricted stock awards granted to Mr. Joly and Ms. McCollam as part of their sign-on packages, and to our other NEOs as part of their fiscal 2013 LTI award, vest on a pro-rata basis to the extent that the performance goals have been attained through the termination date if the NEO terminates their employment voluntarily for Good Reason. If the Compensation Committee deems that performance goals have been achieved and has determined the number of shares earned, the actual number of shares that would vest is calculated based on the number of days the NEO was employed through termination over the total number of days in the performance period (1,095). As of the end of fiscal 2013, the performance shares were trending at no payout for any of our NEOs.

(4)	Mr. Joly's sign-on stock option grant was underwater at the end of fiscal 2013.

(5)	Pursuant to the terms of the Continuity Awards granted to these NEOs on June 21, 2012, if they voluntarily terminate their employment prior to the one-year anniversary of the appointment of our CEO, Mr. Joly, the cash portion of the Continuity Award is subject to recovery by the Company.

(1)	Involuntary termination due to job elimination or discontinuation, office closing, reduction in force, business restructuring or other circumstances determined at our discretion.

(2)	The amounts reflect payments under our Severance Plan and include 24 months of base salary and 150% of the cost of 24 months of COBRA health coverage and group life insurance based on the cost of coverage in place at the time of termination.

(3)	Pursuant to Mr. Joly and Ms. McCollam's employment agreements, their unvested sign-on stock option grants vest 100% if they are involuntarily terminated not for Cause. Unvested stock options granted to our other NEOs under our LTI program do not vest under these circumstances.

(4)	Mr. Joly's sign-on stock option grant was underwater at the end of fiscal 2013.

(5)	Pursuant to Mr. Joly and Ms. McCollam's employment agreements, their unvested sign-on time-based restricted shares vest 100% if they if they are involuntarily terminated not for Cause.

(6)	The amounts represent: (1) the Retention Awards granted to these NEOs on April 6, 2011 which, upon involuntary termination not for cause, vest on a pro-rata basis determinable by the number of fiscal year-ends that have passed at the time of termination and (2) the Continuity Awards granted to these NEOs on June 21, 2012 which fully vest upon involuntary termination not for Cause.

(7)

The amount represents: (1) the Retention Award granted to Ms. Surface on April 6, 2011 which, upon involuntary termination not for cause, vests on a pro-rata basis determinable by the number of fiscal year-ends that have passed at the time of termination; (2) the Continuity Award granted to Ms. Surface on June 21, 2012 which fully vests upon involuntary termination not for Cause and (3) the time-based restricted stock award granted to Ms. Surface on March 1, 2010, which, upon involuntary termination not for Cause, would vest in the amount scheduled to vest at the next succeeding vesting date following termination.

(8)

The performance shares granted to Mr. Joly and Ms. McCollam as part of their sign-on packages, and to our other NEOs as part of their LTI award, vest on a pro-rata basis to the extent that the performance goals have been attained through the termination date if the NEO terminates their employment voluntarily for Good Reason. If the Compensation Committee deems that performance goals have been achieved and have determined the number of shares earned, the actual number of shares that would vest is calculated based on the number of days the NEO was employed through termination over the total number of days in the performance period (1,095). As of the end of fiscal 2013, the performance shares were trending at no payout for any of our NEOs.

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(1)	Generally, involuntary termination not for Cause or voluntary termination for Good Reason within 12 months following a change-of-control. Exceptions to this statement are noted in footnotes (3), (4) and (5).

(2)	All unvested stock options granted to our NEOs fully vest upon termination following a change-of-control.

(3)

Pursuant to Mr. Joly's employment agreement, upon termination within two years following a change-of-control, a pro-rata portion of his sign-on performance-based stock award would be deemed earned at target or such greater number if performance exceeded the target payout. Since performance goals had not been achieved as of the end of fiscal 2013, the pro-rata portion of the target shares granted (166,482) that would vest is calculated based on the number of days Mr. Joly was employed through termination (151 in fiscal 2013) over the total number of days in the performance period (1,095). The performance shares granted to our other NEOs do not have special provisions for a termination following a change-of-control, however the vesting terms for a termination following an ordinary involuntary termination not for Cause or voluntary termination for Good Reason would apply.

(4)

Pursuant to Mr. Joly and Ms. McCollam's employment agreements, in the event they voluntarily terminate their employment for Good Reason within 12 months following (or in anticipation of) a change-of-control, they are entitled to an enhanced severance offering of: (1) two times the sum of base salary plus target bonus, (2) a pro-rata annual bonus for the fiscal year in which such termination occurs based on actual performance ($0 for fiscal 2013, see Compensation Discussion and Analysis – Ongoing Compensation - Executive Compensation Elements – Short-Term Incentive) and (3) 150% of the cost of 24 months of COBRA health coverage and group life insurance based on the cost of coverage in place at the time of termination.

(5)

The amounts include payments under our Severance Plan and include 24 months of base salary and 150% of the cost of 24 months of COBRA health coverage and group life insurance based on the cost of coverage in place at the time of termination. However, these payments are only applicable for an involuntary termination not for Cause that meets the Severance Plan definition (see previous table) and would not apply for a voluntary termination following a change-of-control.

(6)	Pursuant to Mr. Joly and Ms. McCollam's employment agreements, their unvested sign-on time-based restricted shares fully vest upon termination following any involuntary termination not for Cause or voluntary termination for Good Reason.

(7)

The amounts represent: (1) the unvested portion of the time-based restricted shares granted under our fiscal 2012 LTI Program, which fully vest upon termination following a change-of-control; (2) the Retention Awards granted to the NEOs on April 6, 2011 which fully vest upon termination following a change-of-control and (3) the Continuity Awards granted to the NEOs on June 21, 2012 which fully vest upon termination following a change-of-control.

(8)

The amount represents: (1) the unvested portion of the time-based restricted shares granted under our fiscal 2012 LTI Program, which fully vest upon termination following a change-of-control; (2) the Retention Award granted to Ms. Surface on April 6, 2011 which fully vests upon termination following a change-of-control; (3) the Continuity Award granted to Ms. Surface on June 21, 2012 which fully vests upon termination following a change-of-control and (4) the the time-based restricted stock award granted to Ms. Surface on March 1, 2010, which fully vests upon termination following a change-of-control.

(1)	All unvested stock options granted to our NEOs fully vest upon death or disability.

(2)

The performance shares granted to Mr. Joly and Ms. McCollam as part of their sign-on packages, and to our other NEOs as part of their fiscal 2013 LTI award, vest on a pro-rata basis to the extent that the performance goals have been attained as of the date of a termination due to death or disability. If the Compensation Committee deems that performance goals have been achieved as of the termination date and have determined the number of shares earned, the actual number of shares that would vest is calculated based on the number of days the NEO was employed through termination over the total number of days in the performance period (1,095). As of the end of fiscal 2013, the performance shares were trending at no payout for any of our NEOs.

(3)	Pursuant to Mr. Joly and Ms. McCollam's employment agreements, their unvested sign-on time-based restricted shares fully vest upon termination due to death or disability.

(4)

The amounts represent: (1) the unvested portion of the time-based restricted shares granted under our fiscal 2012 LTI Program, which fully vest upon termination due to death or disability; (2) the Retention Awards granted to the NEOs on April 6, 2011 which fully vest upon termination due to death or disability and (3) the Continuity Awards granted to the NEOs on June 21, 2012 which fully vest upon termination due to death or disability.

(5)

The amount represents: (1) the unvested portion of the time-based restricted shares granted under our fiscal 2012 LTI Program, which fully vest upon termination due to death or disability; (2) the Retention Award granted to Ms. Surface on April 6, 2011 which fully vests upon termination due to death or disability; (3) the Continuity Award granted to Ms. Surface on June 21, 2012 which fully vests upon termination due to death or disability and (4) the the time-based restricted stock award granted to Ms. Surface on March 1, 2010, which fully vests upon termination due to death or disability.

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(1)	The cash compensation in fiscal 2013 for our non-management directors consisted of:

(2)	These amounts reflect the aggregate grant date fair value for shares of our stock granted to our directors during fiscal 2013. Since the shares were unrestricted, as described below in Director Equity Awards, aggregate grant date fair value is calculated using closing market price as of the date of grant.

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(3)	Mr. Mikan served as our interim CEO from April 10, 2012 through September 3, 2012. During that time, he continued his service as a director but was considered a management director and did not receive compensation as a director. Mr. Mikan subsequently resigned as director on December 26, 2012.

(4)	Mr. Mikan did not receive a stock award since he was serving as our interim CEO at the time the awards were granted.

(5)	Mr. Paull retired on April 17, 2013. He will not stand for re-election on June 20, 2013.

(6)	Mr. Rebolledo did not stand for re-election on June 21, 2012. His service as a director ended effective as of that date.

(7)	Mr. Schulze retired from the Board on June 7, 2012.

(8)	Mr. Schulze requested that he not be granted a stock award.

(9)

The amount includes: (a) payment of $37,500 in salary as Chairman of the Board through June 7, 2012, as described below in Employment Arrangements & Founder and Chairman Emeritus Benefits for Richard M. Schulze; (b) payment of $2,423 in matching contributions under the Retirement Savings Plan; (c) payment of $262 in premiums for life insurance coverage exceeding $50,000 through June 7, 2012; (d) payment of $62 in premiums for executive long-term disability insurance through June 7, 2012; (e) payout of vacation time in the amount of $23,077; (f) payment of $5 in tax gross-ups on his COBRA life insurance benefit and $447 in tax gross-ups on imputed income from use of the employee discount and (g) $5,261 in company-paid COBRA health benefits and $96 in company-paid COBRA life insurance benefits.

(10)	This amount includes pro-rated retainer payments for Mr. Tyabji's service in multiple capacities during fiscal 2013, as explained in detail in the following table:

(11)	As described below in Director Equity Awards, this amount includes Mr. Tyabji's annual director grant of 4,000 shares ($87,400) and the pro-rated grant of 3,333 shares ($60,061) for his service as our Chairman.

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