exhibit1055.htm


    Exhibit
10.55

     

    SECOND
AMENDED AND RESTATED RADIOSHACK CORPORATION

    TERMINATION
PROTECTION PLAN

     

    “LEVEL
I”

     

    WHEREAS, the
“Board” of the “Company” (as those terms are hereinafter defined) recognizes
that the possibility of a future “Change in Control” (as hereinafter defined)
exists and that the threat or occurrence of a Change in Control could result in
significant distractions to its officers because of the uncertainties inherent
in such a situation;

     

    WHEREAS, the Board
has determined that it is essential and in the best interest of the Company, its
stockholders and the Employer to retain the services of its officers in the
event of a threat or the occurrence of a Change in Control of the Company and to
ensure their continued dedication and efforts in such event without undue
concern for their employment and personal financial security;

     

    WHEREAS, in consideration of the foregoing, the Board
has previously adopted the RadioShack Corporation Amended and Restated
Termination Protection Plan; and

     

    WHEREAS, the Company hereby amends and restates the
Plan, effective as of December 31, 2008, in order to satisfy the requirements of
section 409A of the Code.

     

    NOW, THEREFORE, in
order to fulfill these purposes, the following is hereby adopted.

     

    ARTICLE
I

     

     

     

    ESTABLISHMENT
OF PLAN

     

    1.1 As of the Effective
Date, the Company hereby amends and restates the RadioShack Corporation
Termination Protection Plan Level I in its entirety as set forth in this
document.

     

    ARTICLE
II

     

     

     

    DEFINITIONS

     

    As used herein the
following words and phrases shall have the following respective meanings for
purposes of the Plan unless the context clearly indicates
otherwise.

     

    2.1 Accrued
Compensation.  “Accrued Compensation” shall mean an amount
which shall include all amounts earned or accrued through the “Termination Date”
(as hereinafter defined) but not paid as of the Termination Date including
(i)base salary, (ii)reimbursement for reasonable and necessary expenses incurred
by the “Participant” (as hereinafter defined) on behalf of the Employer during
the period ending on the Termination Date in accordance with the Employer’s
business expense reimbursement policies, (iii) vacation pay as required by law,
and (iv) bonuses and incentive compensation (other than the “Pro Rata Bonus” (as
hereinafter defined)).

     


    
      
        
           

        

         


      

      
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    2.2 Base
Amount.  “Base Amount” shall mean the greater of the
Participant’s annual base salary (a) at the rate in effect on the Termination
Date or (b) at the highest rate in effect at any time during the ninety (90) day
period prior to the Change in Control, and shall include all amounts of the
Participant’s base salary that are deferred under the Employer’s qualified and
non-qualified employee benefit plans.

     

    2.3 Benefits
Amount.  “Benefits Amount” shall mean an amount equal to thirty
percent (30%) of the Participant’s Base Amount.

     

    2.4 Board.  “Board”
shall mean the Board of Directors of the Company.

     

    2.5 Bonus
Amount.  “Bonus Amount” shall mean the highest annual bonus
paid or payable to the Participant for any fiscal year in respect of the three
(3) full fiscal years ended prior to the Change in Control.

     

    2.6 Business
Day.  “Business Day” shall mean a day, other than Saturday,
Sunday or other day on which commercial banks in Fort Worth, Texas are
authorized or required by applicable law to close.

     

    2.7 Cause.  The
Participant’s Employer may terminate the Participant’s employment for “Cause” if
the Participant (a) has been convicted of a felony, (b) failed substantially to
perform his or her reasonably assigned duties with his or her Employer (other
than a failure resulting from his or her incapacity due to physical or mental
illness), or (c) has intentionally engaged in conduct which is demonstrably and
materially injurious to the Company and/or Employer.  No act, or
failure to act, on the Participant’s part, shall be considered “intentional”
unless the Participant has acted, or failed to act, with a lack of good faith
and with a lack of reasonable belief that the Participant’s action or failure to
act was in the best interest of the Company and/or Employer.

     

    2.8 Change
in Control.  “Change in Control” shall mean the occurrence
during the “Term” (as hereinafter defined) of any of the following
events:

     

    (a) An acquisition
(other than directly from the Company) of any voting securities of the Company
(the “Voting Securities”) by any “Person” (as the term person is used for
purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as
amended (the “1934 Act”)) immediately after which such Person has “Beneficial
Ownership” (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of
fifteen percent (15%) or more of the combined voting power of the Company’s then
outstanding Voting Securities; provided,
however,
in determining whether a Change in Control has occurred, Voting Securities which
are acquired in a Non-Control Acquisition (as hereinafter defined) shall not
constitute an acquisition which would cause a Change in
Control.

     

    A “Non-Control
Acquisition” shall mean an acquisition by (i) an employee benefit plan (or a
trust forming a part thereof) maintained by (A) the Company or (B) any
corporation or other Person of which a majority of its voting power or its
voting equity securities or equity

     


    
      
        
          
            	 
    	
                     

                  	 
    


          

           

        

         


      

      
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    interest is owned,
directly or indirectly, by the Company (for purposes of this definition, a
“Subsidiary”), (ii) the Company or its Subsidiaries, or (iii) any Person in
connection with a Non-Control Transaction (as hereinafter defined);

     

    (b) The individuals
who, as of the Effective Date, are members of the Board (the “Incumbent Board”),
cease for any reason to constitute at least two-thirds of the Board; provided,
however,
that if the election, or nomination for election by the Company’s stockholders,
of any new director was approved by a vote of at least two-thirds of the
Incumbent Board, such new director shall, for purposes of this Plan, be
considered as a member of the Incumbent Board; provided
further, however,
that no individual shall be considered a member of the Incumbent Board if such
individual initially assumed office as a result of either an actual or
threatened “Election Contest” (as described in Rule 14a-11 promulgated under the
1934 Act) or other actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board (a “Proxy Contest”) including by
reason of any agreement intended to avoid or settle any Election Contest or
Proxy Contest; or

     

    (c) The consummation
of:

     

    (1) A merger,
consolidation, reorganization or other business combination with or into the
Company or in which securities of the Company are issued,
unless

     

    (i) the stockholders of
the Company, immediately before such merger, consolidation, reorganization or
other business combination, own directly or indirectly immediately following
such merger, consolidation, reorganization or other business combination, at
least sixty percent (60%) of the combined voting power of the outstanding voting
securities of the corporation resulting from such merger or consolidation,
reorganization or other business combination (the “Surviving Corporation”) in
substantially the same proportion as their ownership of the Voting Securities
immediately before such merger, consolidation, reorganization or other business
combination,

     

    (ii) the individuals who
were members of the Incumbent Board immediately prior to the execution of the
agreement providing for such merger, consolidation, reorganization or other
business combination constitute at least two-thirds of the members of the board
of directors of the Surviving Corporation, or a corporation beneficially
directly or indirectly owning a majority of the combined voting power of the
outstanding voting securities of the Surviving Corporation,
or

     

    (iii) no Person other
than (i) the Company, (ii) any Subsidiary, (iii) any employee benefit plan (or
any trust forming a part thereof) that, immediately prior to such merger,
consolidation, reorganization or other business combination was maintained by
the Company, the Surviving Corporation, or any Subsidiary, or (iv) any Person
who, immediately prior to such merger, consolidation, reorganization or other
business combination had Beneficial Ownership of fifteen percent (15%) or more
of the then outstanding Voting

     


    
      
        
          
            	 
    	
                     

                  	 
    

 

        

         


      

      
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    Securities, has
Beneficial Ownership of fifteen percent (15%) or more of the combined voting
power of the Surviving Corporation’s then outstanding voting securities,
and

     

    (iv) A transaction
described in clauses (i) through (iii) shall herein be referred to as a
“Non-Control Transaction.”

     

    (2) A complete
liquidation or dissolution of the Company; or

     

    (3) The sale or other
disposition of all or substantially all of the assets of the Company to any
Person (other than (i) any such sale or disposition that results in at least
fifty percent (50%) of the Company’s assets being owned by one or more
subsidiaries or (ii) a distribution to the Company’s stockholders of the stock
of a subsidiary or any other assets).

     

    Notwithstanding the
foregoing, a Change in Control shall not be deemed to occur solely because any
Person (the “Subject Person”) acquired Beneficial Ownership of more than the
permitted amount of the then outstanding Voting Securities (X) as a result of
the acquisition of Voting Securities by the Company which, by reducing the
number of Voting Securities outstanding, increases the proportional number of
shares Beneficially Owned by the Subject Person, provided
that if a Change in Control would occur (but for the operation of this
subsection (X)) as a result of the acquisition of Voting Securities by the
Company, and after such share acquisition by the Company, the Subject Person
becomes the Beneficial Owner of any additional Voting Securities which increases
the percentage of the then outstanding Voting Securities Beneficially Owned by
the Subject Person, then a Change in Control shall occur, or (Y) and such
Subject Person (1) within fourteen (14) Business  Days (or such
greater period of time as may be determined by action of the Board) after such
Subject Person would otherwise have caused a Change in Control (but for the
operation of this clause (Y)), such Subject Person notifies  the Board
that such Subject Person did so inadvertently, and (2) within seven (7) Business
Days after such notification (or such greater period of time as may be
determined by action of the Board), such Subject Person divests itself of a
sufficient number of Voting Securities so that such Subject Person is no longer
the Beneficial Owner of more than the permitted amount of the outstanding Voting
Securities.

     

    (d) Notwithstanding
anything contained in the Plan to the contrary, if the Participant’s employment
is terminated during the Term but within one (1) year prior to a Change in
Control and the Participant reasonably demonstrates that such termination
(i) was at the request of a third party who has indicated an intention or
taken steps reasonably calculated to effect a Change in Control and who
effectuates a Change in Control (a “Third Party”) or (ii) otherwise
occurred in connection with, or in anticipation of, a Change in Control which
actually occurs, then for all purposes of the Plan, the date of a Change in
Control with respect to the Participant shall mean the date immediately prior to
the date of such termination of the Participant’s
employment.

     


    
      
        
          
            	 
    	
                     

                  	 
    


          

           

        

         


      

      
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    2.9 Code.  “Code”
means the Internal Revenue Code of 1986, as amended, and the Treasury
Regulations promulgated thereunder, as amended.  Any references to
Code sections or related Treasury Regulations are intended to include any
successor provisions thereto.

     

    2.10 Company.  “Company”
shall mean RadioShack Corporation and shall include its “Successors and Assigns”
(as hereinafter defined).

     

    2.11 Disability.  “Disability”
shall mean a physical or mental infirmity which impairs the Participant’s
ability to substantially perform his or her duties with his or her Employer for
a period of one hundred eighty (180) consecutive days and the Participant has
not returned to his or her full time employment prior to the Termination Date as
stated in the “Notice of Termination” (as hereinafter
defined).

     

    2.12 Effective
Date.  “Effective Date” shall be December 31,
2008.

     

    2.13 Eligible
Emp1oyee.  “Eligible Employee” shall mean any officer of the
Company on the day on which the Change in Control of the Company occurs, other
than those officers who are parties to a Termination Protection Agreement with
the Company or any Subsidiary.

     

    2.14 Employer.  “Employer”
shall mean the Company or its divisions or its “Subsidiaries” (as hereinafter
defined) with whom the Eligible Employee is employed.

     

    2.15 Good
Reason.  “Good Reason” shall mean the occurrence after a Change
in Control of any of the events or conditions described in Subsections (i) and
(ii) hereof:

     

    (i) the failure by the
Employer to (A) comply with the provisions of Section 4.2(a) or (B) pay or
provide compensation or benefits pursuant to the terms of Section 4.3, in either
case, within fifteen (15) days of the date notice of such failure is given to
the Employer; and

     

    (ii) the failure of the
Company and/or the Employer to obtain an agreement from any Successor or Assign
of the Company, to assume and agree to perform the Plan, as contemplated in
Section 9.1 hereof, within thirty (30) days after the Change in
Control.

     

    Any event or
condition described in this Section 2.15(i) and (ii) which occurs during the
Term but within one (1) year prior to a Change in Control but which the
Participant reasonably demonstrates (A) was at the request of a Third Party
or (B) otherwise arose in connection with or in anticipation of a Change in
Control which actually occurs, shall constitute Good Reason for purposes of the
Plan notwithstanding that it occurred prior to the Change in
Control.

     

    2.16 Notice
of Termination.  Following a Change in Control, “Notice of
Termination” shall mean a notice of termination of the Participant’s employment
from the Employer which indicates the specific termination provision in the Plan
relied upon and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Participant’s employment under
the provision so indicated.

     


    
      
        
          
            	 
    	
                     

                  	 
    


          

           

        

         


      

      
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    2.17 Participant.  “Participant”
shall mean an Eligible Employee who satisfies the requirements of Section 3.1
and who has not ceased to be a Participant pursuant to Section
3.2.

     

    2.18 Payroll
Date.  “Payroll Date” shall mean each regularly scheduled date
during Participant’s employment on which base salary payments are made and after
a Termination Date, each regularly scheduled date on which such payments would
be made if employment continued.

     

    2.19 Plan.  “Plan”
shall mean the Second Amended and Restated RadioShack Corporation Termination
Protection Plan Level I.

     

    2.20 Pro-Rata
Bonus.  “Pro-Rata Bonus” shall mean the Bonus Amount multiplied
by a fraction, the numerator of which is the number of days in the Company’s
fiscal year through and including the Participant’s Termination Date and the
denominator of which is 365.

     

    2.21 Subsidiary
or Subsidiaries.  “Subsidiary” or “Subsidiaries” shall mean any
corporation in which the Company owns, directly or indirectly, 50% or more of
the total voting power of the corporation’s outstanding voting securities and
any other corporation designated by the Board as a
Subsidiary.

     

    2.22 Successors
and Assigns.  “Successors and Assigns” as used herein shall
mean a corporation or other entity acquiring all or substantially all the assets
and business of the Company (including the Plan) whether by operation of law or
otherwise.

     

    2.23 Term.  “Term”
shall mean the period of time the Plan remains effective as provided in Section
10.1.

     

    2.24 Termination
Date.  “Termination Date” shall mean in the case of the
Participant’s death, his or her date of death, in the case of Good Reason, his
or her last day of employment and in all other cases, the date specified in the
Notice of Termination; provided,
however,
if the Participant’s employment is terminated by the Employer for Cause or due
to Disability, the date specified in the Notice of Termination shall be at least
30 days from the date the Notice of Termination is given to the Participant;
provided
further,
however,
that no such Notice of Termination shall be effective in the case of Disability
unless the Participant shall not have returned to the full-time performance of
his or her duties during the 30-day notice period.

     

    2.25 Vested
Benefits.  “Vested Benefits” shall mean any base salary or
prior year’s bonus or incentive compensation earned but unpaid prior to the
Termination Date (other than as a result of deferral made at the Participant’s
election) and any amounts which are or become vested or which the Participant is
otherwise entitled to under the terms of any plan, policy, practice or program
of, or any contract or agreement with, the Company or any Subsidiary, at or
subsequent to the Termination Date without regard to the performance of further
services by the Participant or the resolution of a contingency; provided that
the Plan shall in no event be deemed to modify, alter or amend the terms of any
such plan, policy, practice or program of, or any contract or agreement with,
the Company or any Subsidiary.

     


    
      
        
          
            	 
    	
                     

                  	 
    


          

           

        

         


      

      
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    ARTICLE
III

     

    ELIGIBILITY

     

    3.1 Participation.  Each
employee shall become a Participant in the Plan immediately upon becoming an
Eligible Employee.

     

    3.2 Duration
of Participation.  A Participant shall cease to be a
Participant in the Plan if he or she ceases to be an Eligible Employee of the
Employer at any time prior to a Change in Control.  A Participant
entitled to receive any amounts set forth in this Plan shall remain a
Participant in the Plan until all amounts he or she is entitled to have been
paid to him or her.

     

    ARTICLE
IV

     

    TERMS OF
EMPLOYMENT

     

    4.1 Employment
Period.  The Employer agrees to continue the Participant in its
employ, subject to the terms and conditions of this Plan, for the period
commencing on the first date on which a Change in Control occurs during the Term
(the “Change in Control Date”) and ending on the second anniversary of such date
(the “Employment Period”).

     

    4.2 Position
and Duties.

     

    (a) During the
Employment Period, (A) the Participant’s position (including status, offices,
titles and reporting requirements), authority, duties and responsibilities shall
be commensurate in all material respects with those held, exercised and assigned
immediately preceding the Change in Control Date (or, if changed at the request
of the third party initiating the Change in Control, then the position,
authority, duties and responsibilities in effect immediately prior to such
change) and (B) the Participant’s services shall be performed at the location
where the Participant was employed preceding the Change in Control Date or any
office or location within a twenty mile radius of such location, except for
reasonably required travel on the Employer’s business which is not materially
greater than such travel requirements prior to the Change in
Control.

     

    (b) During the
Employment Period, and excluding any periods of vacation and sick leave to which
the Participant is entitled, the Participant shall devote reasonable attention
and time during normal business hours to the business and affairs of the
Employer and to discharge the responsibilities assigned to the
Participant.  During the Employment Period, Participant may (A) serve
on civic or charitable boards or committees of not-for-profit or similar
organizations, (B) teach, and (C) manage personal investments, so long as such
activities do not significantly interfere with the performance of the
Participant’s responsibilities as an employee of the Employer.  To the
extent that any such activities have been conducted by the Participant prior to
the Change in Control Date, the continued conduct of such activities (or the
conduct of activities similar in nature and scope thereto) subsequent to the
Change in Control Date shall not thereafter be deemed to interfere with the
performance of the Participant’s responsibilities to the
Employer.

     


    
      
        
          
            	 
    	
                     

                  	 
    


          

           

        

         


      

      
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    4.3 Compensation.

     

    (a) Base
Salary.  During the Employment Period, the Participant shall receive
an annual base salary (“Annual Base Salary”), which shall be paid at a monthly
rate, at least equal to twelve times the highest monthly base salary paid or
payable, including any base salary which has been earned but deferred, to the
Participant by the Employer and its affiliated companies in respect of the
ninety (90) day period immediately preceding the Change in Control
Date.  During the Employment Period, the Annual Base Salary shall be
reviewed no more than twelve months after the last salary increase awarded to
the Participant prior to the Change in Control Date and thereafter at least
annually.  Any increase in Annual Base Salary shall not serve to limit
or reduce any other obligation to the Participant under the
Plan.  Annual Base Salary shall not be reduced after any such increase
and the term Annual Base Salary as utilized in the Plan shall refer to Annual
Base Salary as so increased.  As used in this Plan, the term
“affiliated companies” shall include any company controlled by, controlling or
under common control with the Employer.

     

    (b) Annual
Bonus.  In addition to Annual Base Salary, the Participant shall be
entitled to participate, with respect to each fiscal year ending during the
Employment Period, in the Employer’s annual bonus plan, under terms (including
measures of performance, targets and payout potential) at least as favorable as
the terms under such bonus plan as in effect immediately prior to the Change in
Control Date (or, if changed at the request of the third party initiating the
Change in Control, then the annual bonus plan in effect immediately prior to
such change) (the “Annual Bonus”).  Each such Annual Bonus shall be
paid within forty-five (45) days following the end of the fiscal year for which
the Annual Bonus is awarded, unless the Participant shall elect to defer the
receipt of such Annual Bonus.

     

    (c) Incentive, Savings
and Retirement Plans.  During the Employment Period, the Participant
shall be entitled to participate in all incentive, savings and retirement plans,
practices, policies and programs applicable generally to other peer executives
of the Employer and its affiliated companies, but in no event shall such plans,
practices, policies and programs provide the Participant with incentive
opportunities (measured with respect to both regular and special incentive
opportunities, to the extent, if any, that such distinction is applicable),
savings opportunities or retirement benefit opportunities, in each case, less
favorable, in the aggregate, than the most favorable of those provided by the
Employer and its affiliated companies for the Participant under such plans,
practices, policies and programs as in effect on the Change in Control Date (or,
if changed at the request of the third party initiating the Change in Control,
then such plans, practices, policies and programs as in effect immediately prior
to such change) or if more favorable to the Participant, those provided
generally during the two year Employment Period following the Change in Control
Date to other peer executives of the Company and its affiliated
companies.

     

    (d) Stock Options and
Other Equity Grants.  During each year of the Employment Period, the
Participant shall receive either (A) stock option grants pursuant to the
Company’s 1997 Incentive Stock Plan, the 1999 Incentive Stock Plan or the 2001
Incentive Stock Plan (or any successor or new plan) for each fiscal year ending
during the Employment

     


    
      
        
          
            	 
    	
                     

                  	 
    


          

           

        

         


      

      
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    Period equal to the
highest number and value to those granted to Participant for the year in which
the Change in Control occurs (the “Stock Option Valuation”), or (B) if such Plan
or Plans do not exist, then an amount in cash equal to the Stock Option
Valuation amount, which amount shall be subject to any vesting schedule and
other terms and conditions applicable to such grants in the year in which the
Change in Control occurred.  In addition, during the Employment
Period, the Participant shall receive restricted stock grants pursuant to the
Company’s 1997 Incentive Stock Plan or any successor or new plan for each fiscal
year during the Employment Period equal to the highest number and value to those
granted to Participant for the year in which the Change in Control occurs (the
“RSO Valuation”), or (B) if such Plan or Plans do not exist, then an amount in
cash equal to the RSO Valuation amount, which amount shall be subject to any
vesting schedule and other terms and conditions applicable to such grants in the
year in which the Change in Control occurred.

     

    (e) Welfare Benefit
Plans.  During the Employment Period, the Participant and/or the
Participant’s family, as the case may be, shall be eligible for participation in
and shall receive all benefits under welfare benefit plans, practices, policies
and programs provided by the Employer and its affiliated companies (including,
without limitation, medical, prescription, dental, disability, employee life,
group life, accidental death and travel accident insurance plans and programs)
to the extent applicable generally to other peer executives of the Employer and
its affiliated companies, but in no event shall such plans, practices, policies
and programs provide the Participant with benefits which are less favorable, in
the aggregate, than the most favorable of such plans, practices, policies and
programs in effect for the Participant on the Change in Control Date (or, if
changed at the request of the third party initiating the Change in Control, then
such plans, practices, policies and programs as in effect immediately prior to
such change) or, if more favorable to the Participant, those provided generally
at any time after the Change in Control Date to other peer executives of the
Company and its affiliated companies.

     

    (f) Expenses.  During
the Employment Period, the Participant shall be entitled to receive prompt
reimbursement for all reasonable expenses incurred by the Participant in
accordance with the most favorable policies, practices and procedures of the
Employer and its affiliated companies in effect for the Participant on the
Change in Control Date (or, if changed at the request of the third party
initiating the Change in Control, then such policies, practices and procedures
as in effect immediately prior to such change) or, if more favorable to the
Participant, as in effect generally at any time thereafter with respect to other
peer executives of the Company and its affiliated companies.  All
reimbursements of eligible expenses under this provision shall be made no later
than the last day of the Participant’s tax year following the taxable year in
which the expenses were incurred.  The amount of expenses eligible for
reimbursement under this provision in any calendar year shall not affect the
amount of expenses eligible for reimbursement in any other calendar year, and a
Participant’s right to reimbursement shall not be subject to liquidation or
exchange for any other benefit.  In all events, reimbursement shall be
made in accordance with Treas. Reg. §1.409A-3(i)(1)(iv).

     

    (g) Fringe
Benefits.  During the Employment Period, the Participant shall be
entitled to fringe benefits, or cash payments in lieu of such fringe benefits,
in accordance with the most favorable plans, practices, programs and policies of
the Employer and its affiliated companies in effect for the Participant on the
Change in Control Date (or, if changed at the request of the third party
initiating the Change in Control, then such plans, practices, programs and policies as in
effect immediately prior to such change) or, if more favorable to the
Participant, as in effect generally at any time thereafter with respect to other
peer executives of the Employer and its affiliated
companies.

     


    
      
        
          
            	 
    	
                     

                  	 
    


          

           

        

         


      

      
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    (h) Office and Support
Staff.  During the Employment Period, the Participant shall be
entitled to an office or offices of a size and with furnishings and other
appointments, and to personal secretarial and other assistance, at least equal
to the most favorable of the foregoing provided to the Participant by the
Employer and its affiliated companies on the Change in Control Date (or, if
changed at the request of the third party initiating the Change in Control, then
such office(s), furnishing, other appointments and assistance as in effect
immediately prior to such change) or, if more favorable to the Participant, as
provided generally at any time thereafter with respect to other peer executives
of the Employer and its affiliated companies.

     

    (i) Vacation.  During
the Employment Period, the Participant shall be entitled to paid vacation in
accordance with the most favorable plans, policies, programs and practices of
the Employer and its affiliated companies as in effect for the Participant on
the Change in Control Date (or, if changed at the request of the third party
initiating the Change in Control, then such plans, practices, programs and
policies as in effect immediately prior to such change) or, if more favorable to
the Participant, as in effect generally at any time thereafter with respect to
other peer executives of the Employer and its affiliated
companies.

     

    (j) Indemnification.  The
Employer shall indemnify the Participant and hold the Participant harmless to
the fullest extent permitted by applicable law and under the by-laws of the
Employer against and in respect to any and all actions, suits, proceedings,
claims, demands, judgments, costs, expenses (including reasonable attorneys’
fees), losses, and damages resulting from the Participant’s good faith
performance of the Participant’s duties and obligations with the
Employer.  This provision is in addition to any other rights of
indemnification the Participant may have pursuant to any indemnification
agreement or other agreement, if any, between the Participant and the
Employer.

     

    ARTICLE
V

     

    TERMINATION
BENEFITS

     

    5.1 Payment
of Accrued Compensation.  In the event that a Participant’s
employment with his or her Employer is terminated following a Change in Control
during the Term (a) by reason of the Participant’s death, (b) by his or her
Employer for Cause or Disability, or (c) by the Participant without Good Reason,
the Participant shall be entitled to receive and the Company shall pay, his or
her Accrued Compensation and, if such termination is other than by his or her
Employer for Cause, a Pro Rata Bonus.

     

    5.2 Payment
in Event of Certain Terminations of Employment.  In the event
that a Participant’s employment with his or her Employer is terminated following
a Change in Control during the Term by the Participant or by his or her Employer
for any reason other than as specified in Section 5.1, the Participant shall be
entitled to receive under the Plan, a cash payment equal to the sum
of:

     

    
      (a) his or her Accrued
Compensation and Pro Rata Bonus,

       

      (b) his or her Base
Amount,

       

      (c) his or her Bonus
Amount, and

       

      (d) his or her Benefits
Amount.

    

     


    
      
        
          
            	 
    	
                     

                  	 
    


          

           

        

         


      

      
        10

        
          

        

      

      
         


      

    


     

    The amounts
provided for in this Sections 5.2 shall be paid in a single lump sum cash
payment as soon as practicable after the Participant’s Termination Date, except
as provided in Section 5.7 hereof, but in any event within 75 days following the
Participant’s Termination Date.  Anything in this Plan to the contrary
notwithstanding, no amount payable under this Section 5.2 that is non-qualified
deferred compensation subject to Code section 409A, as determined in the sole
discretion of the Company, shall be paid unless the Participant experiences a
“separation from service” within the meaning of Code section 409A (a “Separation
from Service”), and, if the Participant is a “specified employee” within the
meaning of Code section 409A as of the date of the Separation from Service (as
determined in accordance with the methodology established by the Company as in
effect on the Date of Termination), shall instead be paid to the Participant on
the first business day of the seventh month following the date of the
Participant’s Separation from Service or, if earlier, the date of the
Participant’s death, to the extent such delayed payment date is otherwise
required in order to avoid a prohibited distribution under Code section
409A(a)(2), or any successor provision thereto.

     

    5.3 Mitigation.  The
Participant shall not be required to mitigate the amount of any payment provided
for in the Plan by seeking other employment or otherwise and no such payment
shall be offset or reduced by the amount of any compensation or benefits
provided to the Participant in any subsequent employment.

     

    5.4 Termination
Pay.  The payments and benefits provided for in Section 5.2(a),
(b), (c) and (d) shall reduce the amount of any cash severance or termination
pay payable to the Participant under any other Employer severance or termination
plan, program, policy or practice.

     

    5.5 Vested
Benefits.  In the event that a Participant’s employment with
his or her Employer is terminated following a Change in Control during the Term
by the Participant or by his or her Employer, the Employer shall pay all Vested
Benefits to a Participant no later than the second Payroll Date following the
Termination Date (or such later date as may be required under Code section
409A); provided that any Vested Benefits attributable to a plan, policy
practice, program, contract or agreement shall be payable in accordance with the
terms thereof under which the amounts have accrued.

     

    5.6 Insurance.  The
Employer shall cover the Participant under directors and officers liability
insurance both during and, while potential liability exists, after the
Termination Date in the same amount and to the same extent as the Employer
covers its other officers or employees.

     

    5.7 Conditions
to Payments.  Any payments or benefits made or provided
pursuant to this Article V (other than Accrued Compensation) are subject to the
Participant’s:

     

    
      (a) compliance with the
provisions of Article VIII hereof;

       

      (b) delivery to the
Company of an executed Confidentiality, Nonsolicitation and General Release
Agreement (the “General Release”), which shall be substantially in the form
attached hereto as Exhibit A (with such changes therein or additions thereto as
needed under then applicable law to give effect to its intent and purpose)
within twenty-one (21) days of presentation thereof by the Company to the
Participant; and

       

      (c) delivery to the
Company of a resignation from all offices, directorships and fiduciary positions
with the Company, its affiliates and employee benefit
plans.

    

     


    
      
        
          
            	 
    	
                     

                  	 
    


          

           

        

         


      

      
        11

        
          

        

      

      
         


      

    

     

    Notwithstanding the
due date of any post-employment payments, any amounts due following a
termination under this Plan (other than Accrued Compensation) shall not be due
until after the expiration of any revocation period applicable to the General
Release without the Participant having revoked such General Release, and any
such amounts shall be paid to the Participant within thirty (30) days of the
expiration of such revocation period without the occurrence of a revocation by
the Participant (or such later date as provided under Section 5.2 hereof;
provided, however, that in no event shall a payment contemplated under Section
5.2 be paid after the 75-day period set forth in Section 5.2
hereof).  Nevertheless (and regardless of whether the General Release
has been executed by the Participant), upon any termination of Participant’s
employment, Participant shall be entitled to receive any Accrued Compensation,
payable within thirty (30) days after the Participant’s Termination Date or in
accordance with the applicable plan, program or policy or such later date as may
be required under Code section 409A.  In the event that the
Participant dies before all payments pursuant to this Article V have been paid,
all remaining payments shall be made to the beneficiary specifically designated
by the Participant in writing prior to his death, or, if no such beneficiary was
designated (or the Employer is unable in good faith to determine the beneficiary
designated), to his or her personal representative or estate.

     

    ARTICLE
VI

     

     

     

    TERMINATION
OF EMPLOYMENT

     

    6.1 Notice
of Termination Required.  Following a Change in Control, any
purported termination of the Participant’s employment by the Employer shall be
communicated by Notice of Termination to the Participant.  For
purposes of the Plan, no such purported termination shall be effective without
such Notice of Termination.

     

    ARTICLE
VII

     

     

     

    LIMITATION
ON PAYMENTS BY THE COMPANY

     

    7.1 Excise
Tax Limitation.

     

    (a) Notwithstanding
anything contained in the Plan to the contrary, to the extent that the payments
and benefits provided under the Plan and benefits provided to, or for
the  benefit of,
the Participant under any other Employer plan or agreement (such payments or
benefits are collectively referred to as the “Payments”) would be subject to the
excise tax (the “Excise Tax”) imposed under Section 4999 of the Code, the
Payments shall be reduced (but not below zero) if and to the extent that a
reduction in the Payments would result in the Participant retaining a larger
amount, on an after-tax basis (taking into account federal, state and local
income taxes and the Excise Tax), than if the Participant received all of the
Payments (such reduced amount is hereinafter referred to as the “Limited Payment
Amount”).  Unless the Participant shall have given prior written
notice specifying a different order to the Company to effectuate the Limited
Payment Amount, the Company shall reduce or eliminate the Payments, by first
reducing or eliminating those payments or benefits which are not payable in cash
and then by reducing or eliminating cash payments, in each case in reverse order
beginning with payments or benefits which are to be paid the farthest in time
from the “Determination” (as hereinafter defined).  Any notice given
by the Participant pursuant to the preceding sentence shall take precedence over
the provisions of any other plan, arrangement or agreement governing the
Participant’s rights and entitlements to any benefits or
compensation.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    
       

      (b) An initial
determination as to whether the Payments shall be reduced to the Limited Payment
Amount pursuant to the Plan and the amount of such Limited Payment Amount shall
be made by an accounting firm at the Company’s expense selected by the Company
which is designated as one of the five (5) largest accounting firms in the
United States (the “Accounting Firm”).  The Accounting Firm shall
provide its determination (the “Determination”), together with detailed
supporting calculations and documentation to the Company and the Participant
within five (5) days of the Termination Date if applicable, or such other time
as requested by the Company or by the Participant (provided the Participant
reasonably believes that any of the Payments may be subject to the Excise Tax)
and if the Accounting Firm determines that no Excise Tax is payable by the
Participant with respect to a Payment or Payments, it shall furnish the
Participant with an opinion reasonably acceptable to the Participant that no
Excise Tax will be imposed with respect to any such Payment or
Payments.  Within ten (10) days of the delivery of the Determination
to the Participant, the Participant shall have the right to dispute the
Determination (the “Dispute”).  If there is no Dispute, the
Determination shall be binding, final and conclusive upon the Company and the
Participant subject to the application of Paragraph 7.1(c)
below.

    

     

    (c) As a result of the
uncertainty in the application of Sections 4999 and 280G of the Code, it is
possible that the Payments to be made to, or provided for the benefit of, the
Participant either have been made or will not be made by the Company which, in
either case, will be inconsistent with the limitations provided in Section
7.1(a) (hereinafter referred to as an “Excess Payment” or “Underpayment”,
respectively).  If it is established pursuant to a final determination
of a court or an Internal Revenue Service (the “IRS”) proceeding which has been
finally and conclusively resolved, that an Excess Payment has been made, such
Excess Payment shall be deemed for all purposes to be a loan to the Participant
made on the date the Participant received the Excess Payment and the Participant
shall repay the Excess Payment to the Company on demand (but not less than ten
(10) days after written notice is received by the Participant) together with
interest on the Excess Payment at the “Applicable Federal Rate” (as defined in
Section 1274(d) of the Code) from the date of the Participant’s receipt of such
Excess Payment until the date of such repayment.  In the event that it
is determined by (i) the Accounting Firm, the Company (which shall include the
position taken by the Company, or together with its  consolidated
group, on its federal income tax return) or the IRS, (ii) pursuant to a
determination by a court, or (iii) upon the resolution to the Participant’s
satisfaction of the Dispute, that an Underpayment has occurred, the Company
shall pay an amount equal to the Underpayment to the Participant within ten (10)
days of such determination or resolution together with interest on such amount
at the Applicable Federal Rate from the date such amount would have been paid to
the Participant until the date of payment.

     

    ARTICLE
VIII

     

    PARTICIPANT
COVENANTS

     

     

    8.1 Confidentiality
and Nonsolicitation Agreement.  As a condition to receiving the
right to receive any benefits under the Plan, each Participant shall enter into
and comply with a Confidentiality, Nonsolicitation and General Release Agreement
with the Company, substantially in the form of Exhibit A
hereto.

     

    ARTICLE
IX

     

    SUCCESSORS
AND ASSIGNS

     

    9.1 Successors
and Assigns.

     

    (a) The Plan shall be
binding upon and shall inure to the benefit of the Company and the
Employer.  The Company and the Employer shall require any Successor or
Assign to expressly assume and agree to perform the Plan in the same manner and
to the same extent that the Company and/or the Employer would be required to
perform it if no such succession or assignment had taken
place.

     

    (b) Neither the Plan
nor any right or interest hereunder shall be assignable or transferable by the
Participant, his or her beneficiaries or legal representatives, except by will
or by the laws of descent and distribution; provided,
however,
that the Plan shall inure to the benefit of and be enforceable by the
Participant’s legal personal representative.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    9.2 Sale of
Business or Assets.  Notwithstanding anything contained in the
Plan to the contrary, if a Participant’s employment with his or her Employer is
terminated in connection with the sale, divestiture or other disposition of any
Subsidiary or division of the Company (or part thereof) such termination shall
not be a termination of employment of the Participant for purposes of the Plan
and the Participant shall not be entitled to benefits from the Company under the
Plan as a result of such sale, divestiture, or other disposition, or as a result
of any subsequent termination of employment, provided that (a) the Participant
is offered employment by the purchaser or acquiror of such Subsidiary or
division (or part thereof) and (b) the Company obtains an agreement from such
purchaser or acquiror to perform the Company’s and/or Employer’s obligations
under the Plan, in the same manner, and to the same extent that the Company
and/or the Employer would be required to perform if no such purchase or
acquisition had taken place.  In such circumstances, the purchaser or
acquiror shall be solely responsible for providing any benefits payable under
the Plan to any such Participant.

    
 

    ARTICLE
X

     

    TERM,
AMENDMENT AND PLAN TERMINATION

     

    10.1 Term.  The
Plan shall continue in effect for a period of two (2) years commencing on the
Effective Date and shall be automatically extended for one (1) year on the first
anniversary of the Effective Date and on each anniversary of the Effective Date
thereafter unless the Company shall have delivered a written notice to each
Participant at least ninety (90) days prior to any extension that the Plan shall
not be so extended; provided, however, that if a Change in Control occurs while
the Plan is in effect, the Plan shall not end prior to the expiration of two (2)
years following the Change in Control.

     

    10.2 Amendment
and Termination.  Subject to Section 10.1, the Plan may be
terminated or amended in any respect by resolution adopted by two-thirds (2/3)
of the members of the Incumbent Board; provided, however, that no such amendment
or termination of the Plan during the Term may be made (a) at the request of a
Third Party, or (b) otherwise in connection with, or in anticipation of, a
Change in Control; and provided, further, however, that the Plan no longer shall
be subject to amendment, change, substitution, deletion, revocation or
termination in any respect whatsoever following a Change in
Control.  Notwithstanding the preceding sentence, the Board may amend
the Plan and any awards under the Plan at any time without the consent of any
Participant, to the extent the Board deems such amendment to be necessary to
comply with the requirements of any applicable tax laws, securities laws,
accounting rules and other applicable state and federal
laws.

     

    10.3 Form of
Amendment.  The form of any amendment or termination of the
Plan shall be a written instrument signed by a duly authorized officer or
officers of the Company, certifying that the amendment or termination has been
approved by the Board in accordance with Section 10.2.

     

    ARTICLE
XI

     

    MISCELLANEOUS

     

    11.1 Contractual
Right.  Upon and after a Change in Control, each Participant
shall have a fully vested, non-forfeitable contractual right, enforceable
against the Company, to the benefits provided for under Sections 5.1, 5.2, 5.6
and 5.7 of the Plan upon satisfaction of the applicable conditions specified in
those Sections.

     

    11.2 Employment
Status.  Prior to a Change in Control, each Eligible Employee
shall continue in his or her status as an employee-at-will and the Plan does not
constitute a contract of employment or impose on the Employer any obligation to
(a) retain the Participant, (b) make any payments upon termination of
employment, (c) change the status of the Participant’s employment or (d) change
any employment policies of the Employer.

     

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    11.3 Notice.  For
the purposes of the Plan, notices and all other communications provided for in
the Plan (including the Notice of Termination) shall be in writing and shall
be deemed to
have been duly given when personally delivered or sent by a nationally
recognized overnight delivery service or by certified mail, return receipt
requested, postage prepaid, addressed to the respective addresses last given by
each party to the other, provided that all notices to the Company and/or the
Employer shall be directed to the attention of the Board with a copy to the
Secretary of the Company.  All notices and communications shall be
deemed to have been received on the date of delivery thereof or on the third
business day after the sending thereof, except that notice of change of address
shall be effective only upon receipt.

       

      11.4 Non-exclusivity
of Rights.  Except as provided in Section 5.4, nothing in the
Plan shall prevent or limit the Participant’s continuing or future participation
in any benefit, bonus, incentive or other plan or program provided by the
Company and/or the Employer for which the Participant may qualify, nor shall
anything herein limit or reduce such rights as the Participant may have under
any other agreements with the Company and/or the Employer.  Amounts
which are Vested Benefits or which the Participant is otherwise entitled to
receive under any plan or program of the Company and/or the Employer shall be
payable in accordance with such plan or program, except as explicitly modified
by the Plan.  No additional compensation provided under any benefit or
compensation plans to the Participant shall be deemed to modify or otherwise
affect the terms of the Plan or any of the Participant’s entitlements
hereunder.

       

    

     

    11.5 Settlement
of Claims.  The Company’s obligation to make the payments
provided for in the Plan and otherwise to perform its obligations hereunder
shall not be affected by any circumstances, including without limitation, any
set-off, counterclaim, recoupment, defense or other right which the Company
and/or Employer may have against the Participant or others.

     

    11.6 Trust.  All
benefits under the Plan shall be paid by the Company.  The Plan shall
be unfunded and the benefits hereunder shall be paid only from the general
assets of the Company; provided,
however,
notwithstanding anything contained in the Plan to the contrary, nothing herein
shall prevent or prohibit the Company from establishing a trust or other
arrangement for the purpose of providing for the payment of the benefits payable
under the Plan.

     

    11.7 Waiver
or Discharge.  No provision of the Plan may be waived or
discharged unless such waiver or discharge is agreed to in writing and signed by
the Participant, the Employer and the Company.  No waiver by either
the Company, the Employer or any Participant at any time of any breach by either
the Company, the Employer or any Participant of, or compliance with, any
condition or provision of the Plan to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or conditions at the same or
at any prior or subsequent time.

     

    11.8 Governing
Law.  THE VALIDITY, INTERPRETATION, CONSTRUCTION AND
PERFORMANCE OF THE PLAN SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT
TO THE CONFLICT OF LAW PRINCIPLES THEREOF; PROVIDED, HOWEVER, THAT IN ANY ACTION
INVOLVING A PARTICIPANT, THE COMPANY AND/OR THE EMPLOYER WITH RESPECT TO ANY
CLAIM OR ASSERTION THAT THE PARTICIPANT’S EMPLOYMENT WAS PROPERLY TERMINATED FOR
CAUSE, THE COMPANY AND/OR THE EMPLOYER HAS THE

    
      BURDEN OF PROVING
THAT THE PARTICIPANT’S EMPLOYMENT WAS PROPERLY TERMINATED FOR
CAUSE.

       

      11.9 Validity
and Severability.  The invalidity or unenforceability of any
provision of the Plan shall not affect the validity or enforceability of any
other provision of the Plan, which shall remain in full force and effect, and
any prohibition or unenforceability in any jurisdiction, shall not invalidate or
render unenforceable such provision in any other
jurisdiction.

       

      
        
           

        

        
          15

          
            

          

        

        
           

        

      

       

      11.10 Legal
Fees.  Following a Change in Control, the Company shall pay all
legal fees and related expenses (including the costs of experts, evidence and
counsel) incurred by the Participant as they become due as a result of (a) the
Participant’s termination of employment (including all such fees and expenses,
if any, incurred in contesting or disputing any such termination of employment),
or (b) the Participant’s seeking to obtain or enforce any right or benefit
provided by the Plan (including any such fees and expenses incurred in
connection with the Dispute) or by any other plan or arrangement maintained by
the Company and/or Employer under which the Participant is or may be entitled to
receive benefits; provided
however,
that the circumstances set forth in clauses (a) and (b) (other than as a result
of the Participant’s termination of employment under circumstances described in
Section 2.8(d)) occurred on or after a Change in Control.

       

      11.11 Forum.  Any
suit brought under the Plan shall be brought in the appropriate state or federal
court for Tarrant County, Texas.

       

      11.12 Withholding.  The
Company may withhold from any amounts payable under the Plan such Federal,
state, local or foreign taxes as shall be required to be withheld pursuant to
any applicable law or regulation.

       

      11.13 Code
Section 409A.  It is intended that the Plan and the Board’s
exercise of authority or discretion hereunder shall comply with the provisions
of Code section 409A and the Treasury Regulations relating thereto so as not to
subject a Participant to the payment of interest and tax penalty which may be
imposed under Code section 409A.  In furtherance of this interest, to
the extent that any regulations or other guidance issued under Code section 409A
after the Effective Date would result in a Participant being subject to payment
of interest and tax penalty under Code section 409A, the Board may amend the
Plan, without the Participant’s consent, including with respect to the timing of
payment of benefits, in order to avoid the application of or to comply with the
requirements of Code section 409A; provided, however, that the Company makes no
representation that compensation or benefits payable under this Plan shall be
exempt from or comply with Code section 409A and makes no representation to
preclude Code section 409A from applying to the compensation or benefits payable
under the Plan.

       

    


    
      
        
          
            	 
    	
                     

                  	 
    


          

           

        

         


      

      
        16

        
          

        

      

      
         


      

    

     

     

    EXHIBIT
A

     

    FORM OF
CONFIDENTIALITY, NONSOLICITATION AND GENERAL

     

    RELEASE
AGREEMENT

     

     

     

    This
Confidentiality, Nonsolicitation and General Release Agreement (this
"Agreement"), dated ___________, 200__ is between RadioShack Corporation, a
Delaware corporation (the "Company"), and _____________ (the "Participant")
(collectively the “Parties”).

     

    NOW THEREFORE, for valuable consideration, the
adequacy which is hereby acknowledged, the Parties agree as
follows:

     

    1. Separation
of Employment with the Company.

     

    a. Effective _______,
200__ (the “Termination Date”), Participant is terminated and separated from
his/her position as ____________________________________________ of the Company,
and Participant thereby relinquishes and resigns from all officer and director
positions, all other titles, and all authorities with respect to the Company or
any affiliated entity of the Company and shall be deemed terminated and
separated from employment with the Company for all purposes.

     

    b. As consideration to
Participant for this Agreement, the Company agrees to pay Participant his/her
Accrued Compensation and Pro Rata Bonus, Base Amount, Bonus Amount and Benefits
Amount in accordance with the Company’s Amended and Restated Termination
Protection Plan Level 1 (the “Plan”); provided, however, Participant does not
exercise his/her right of revocation under Section 6.
hereof.

     

    c. This Agreement
shall be construed in accordance and consistent with, and subject to, the
provisions of the Plan (the provisions of which are incorporated herein by
reference) and, except as otherwise expressly set forth herein, the capitalized
terms used in this Agreement shall have the same definitions as set forth in the
Plan.

     

    2. Covenants
Not to Solicit or Interfere.

     

    a. During the period
of time equal to twelve (12) months after the Termination Date, Participant
shall not, either directly or indirectly, within the United States of America or
any country of the world in which  the Company sells, imports,
exports, assembles, packages or furnishes its products, articles, parts,
supplies, accessories or services or is causing them to be sold, imported,
exported, assembled, packaged or furnished through related entities,
representatives, agents, or otherwise:

     


    
      
        
          
            	 
    	
                     

                  	 
    


          

           

        

         


      

      
        A-1

        
          

        

      

      
         


      

    


     

     

    i. solicit or induce,
or attempt to solicit or induce, any employee of   the Company,
current or future, to leave or cease their relationship with the Company, for
any reason whatsoever, or hire any current or future employee of  the
Company; or

     

    ii. solicit or attempt
to solicit  the Company’s existing or prospective customers to
purchase services or products that are competitive with those manufactured,
designed, programmed, serviced, repaired, rented, marketed, offered for sale
and/or under any stage of development by  the Company as of the date
of Participant’s separation from  the Company.  For purposes
of this Agreement, existing customers shall mean those persons or firms
that   the Company has made a sale to in the twelve (12) months
preceding Participant’s separation from employment; and prospective customers
shall mean those persons or firms whom the Company has solicited and/or
negotiated to sell the Company’s products, articles, parts, supplies,
accessories or services to within the twelve (12) months preceding Participant’s
separation from the Company.

     

    b. Participant
acknowledges that the Company conducts its business on an international level
and has customers throughout the United States and many other countries, and
that the geographic restriction on solicitation is therefore fair and
reasonable.

     

    3. Confidential
Information.

     

    a. For purposes of
this Agreement, “Confidential Information” includes any and all information and
trade secrets, whether written or otherwise, relating to the Company’s business,
property, products, services, operations, sales, prospects, research, customers,
business relationships, business plans and finances.

     

    b. Participant
acknowledges that while employed at the Company, Participant has had access to
Confidential Information.  Participant further acknowledges that the
Confidential Information is of great value to the Company and that its improper
disclosure will cause the Company to suffer damages, including loss of
profits.

     

    c. Participant shall
not at any time or in any manner use, copy, disclose, divulge, transmit, convey,
transfer or otherwise communicate any Confidential Information to any person or
entity, either directly or indirectly, without the Company's prior written
consent.

     

    d. Participant
acknowledges that all of the information described in subsection (a) above is
“Confidential Information,” which is the sole and exclusive property of the
Company.  Participant acknowledges that all Confidential Information
was revealed to Participant in trust, based solely upon the confidential
employment relationship then existing between the Company and
Participant.  Participant agrees: (1) that all writings or other
records concerning Confidential Information are the sole and exclusive property
of  the Company; (2) that all manuals, forms, and supplies furnished
to or used by Participant and all data or information placed thereon by
Participant or any other person are  the Company’s sole and exclusive
property; (3) that, upon execution of this Agreement, or upon request
of  the Company at any time, Participant shall deliver
to  the Company all such writings, records, forms, manuals, and
supplies and all copies of such;  (4) that Participant will not make
or retain any copies of such for his/her own or personal

     


    
      
        
          
            	 
    	
                     

                  	 
    


          

           

        

         


      

      
        A-2

        
          

        

      

      
         


      

    


    use, or take the
originals or copies of such from the offices of the Company; and (5) that
Participant will not, at any time, publish, distribute, or deliver any such
writing or records to any other person or entity, or disclose to any person or
entity the contents of such records or writings or any of the Confidential
Information.

     

    e. Participant
acknowledges that he/she has not disclosed in the past, and agrees not to
disclose in the future, to the Company any confidential information or trade
secrets of former employers or other entities Participant has been associated
with.

     

    4. Non-Disparagement.  Each
of Participant and the Company (for purposes hereof, “the Company” shall mean
only (i) the Company by press release or other formally released
announcement and (ii) the executive officers and directors thereof and not
any other employees) agrees not to make any public statements that disparage the
other party, or in the case of the Company, its respective affiliates,
employees, officers, directors, products, articles, parts, supplies, accessories
or services.  Notwithstanding the foregoing, statements made in the
course of sworn testimony in administrative, judicial or arbitral proceedings
(including, without limitation, depositions in connection with such proceedings)
shall not be subject to this Section 3.

     

    5. Injunctive
Relief; Damages.  Participant
acknowledges that any breach of this Agreement will cause irreparable injury to
the Company and that money damages alone would be inadequate to compensate
it.  Upon a breach or threatened breach by Participant of any of this
Agreement, the Company shall be entitled to a temporary restraining order,
preliminary injunction, permanent injunction or other relief restraining
Participant from such breach without posting a bond.  Nothing herein
shall be construed as prohibiting the Company from pursuing any other remedies
for such breach or threatened breach, including recovery of damages from
Participant.

     

    6. General
Release

     

    a.  The
Participant, for himself/herself, his/her spouse, heirs, administrators,
children, representatives, executors, successors, assigns, and all other persons
claiming through Participant, if any (collectively, “Releasers”), knowingly and
voluntarily releases and forever discharges  the Company, its
affiliates, subsidiaries, divisions, successors and assigns and the current,
future and former employees, officers, directors, trustees and agents thereof,
from any and all claims, causes of action, demands, fees and liabilities of any
kind whatsoever, whether known and unknown, against  the Company, that
Participant has, has ever had or may have as of the date of execution of this
Agreement, including, but not limited to, any alleged violation of:

     

    ●           The
National Labor Relations Act, as amended;

     

    ●           Title
VII of the Civil Rights Act of 1964, as amended;

     

    ●           The
Civil Rights Act of 1991;

     

    ●           Sections
1981 through 1988 of Title 42 of the United States Code, as
amended;

     

    ●           The
Employee Retirement Income Security Act of 1974, as amended;

     


    
      
        
          
            	 
    	
                     

                  	 
    


          

           

        

         


      

      
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    ●           The
Immigration Reform and Control Act, as amended;

     

    ●           The
Americans with Disabilities Act of 1990, as amended;

     

    ●           The
Age Discrimination in Employment Act of 1967, as amended;

     

    ●           The
Older Workers Benefit Protection Act of 1990;

     

    ●           The
Worker Adjustment and Retraining Notification Act, as amended;

     

    ●           The
Occupational Safety and Health Act, as amended;

     

    ●           The
Family and Medical Leave Act of 1993;

     

    ●           The
Equal Pay Act;

     

    ●           The
Texas Labor Code;

     

    ●           The
Texas Commission on Human Rights Act;

     

    ●           The
Texas Pay Day Act;

     

    ●           Chapter
38 of the Texas Civil Practices and Remedies Code;

     

    ●           Any
other federal, state or local civil or human rights law or any other local,
state     or federal law, regulation or
ordinance;

     

    ●           Any
provisions of the State of Texas or Federal Constitutions; or

     

    ●           Any
public policy, contract, tort, or common law.

     

    Notwithstanding
anything herein to the contrary, this Agreement shall not apply to: (i)
Participant’s rights of indemnification and directors’ and officers’ liability
insurance coverage to which he/she was entitled immediately prior to the
Termination Date hereof with regard to his/her service as an officer
of  the Company; (ii) Participant’s rights under any
tax-qualified pension, claims for accrued vested benefits under any other
employee benefit plan, policy or arrangement maintained by  the
Company or under COBRA, and benefits which must be provided to Participant
pursuant to the terms of any employee benefit plan of  the Company;
(iii) Participant’s rights under the provisions of  the Plan
which are intended to survive termination of employment; or
(iv) Participant’s rights as a stockholder.  Excluded from this
Agreement are any claims which cannot be waived by law.

     

    b.           Participant
acknowledges and recites that:

     

    (i)           Participant
has executed this Agreement knowingly and voluntarily;

     


    
      
        
          
            	 
    	
                     

                  	 
    


          

           

        

         


      

      
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    (ii)           Participant
has read and understands this Agreement in its entirety, including the waiver of
rights under the Age Discrimination in Employment Act;

     

    (iii)           Participant
has been advised and directed orally and in writing (and this subparagraph (b)
constitutes such written direction) to seek legal counsel and any other advice
he/she wishes with respect to the terms of this Agreement before executing
it;

     

    (iv)           Participant
has sought such counsel, or freely and voluntarily waives the right to consult
with counsel, and Participant has had an opportunity, if he/she so desires, to
discuss with counsel the terms of this Agreement and their meaning;

     

    (v)           Participant
enters into this Agreement knowingly and voluntarily, without duress or
reservation of any kind, and after having given the matter full and careful
consideration; and

     

    (vi)           Participant
has been offered 21 calendar days after receipt of this Agreement to consider
its terms before executing it.  If Participant has not executed this
Agreement within 21 days after receipt, this Agreement shall be unenforceable
and null and void.

     

    c.           Participant
shall have 7 days from the date hereof to revoke this Agreement by providing
written notice of the revocation as set forth in Section 5, below, in which
event this Agreement shall be unenforceable and null and void.

     

     d.           21 DAYS
TO SIGN; 7-DAY REVOCATION PERIOD.  PARTICIPANT UNDERSTANDS THAT
HE/SHE MAY TAKE UP TO 21 CALENDAR DAYS FROM THE DATE OF RECEIPT OF THIS
AGREEMENT TO CONSIDER THIS AGREEMENT BEFORE SIGNING IT.  FULLY
UNDERSTANDING PARTICIPANT’S RIGHT TO TAKE 21 DAYS TO CONSIDER SIGNING THIS
AGREEMENT, AND AFTER HAVING SUFFICIENT TIME TO CONSIDER PARTICIPANT’S OPTIONS,
PARTICIPANT HEREBY WAIVES HIS/HER RIGHT TO TAKE THE FULL 21 DAY
PERIOD.  PARTICIPANT FURTHER UNDERSTANDS THAT HE/SHE MAY REVOKE THIS
AGREEMENT AT ANY TIME DURING THE SEVEN (7) CALENDAR DAYS AFTER SIGNING IT, AND
THAT THIS AGREEMENT SHALL NOT BECOME BINDING UNTIL THE SEVEN (7) DAY REVOCATION
PERIOD HAS PASSED.

     

    e.           To
revoke this Agreement, Participant must send a written statement of revocation
to:

     

    RadioShack Corporation

                                                    MS
CF5-121

    300 RadioShack Circle

    Fort Worth,
TX  76102

    Attn:  Vice President-Human
Resources

     

    
      The revocation must
be received no later than 5:00 p.m. on the seventh day following Participant’s
execution of this Agreement.

       

      7. Cooperation.  Participant
agrees to cooperate with the Company, and its financial and legal advisors,
and/or government officials, in any claims, investigations, administrative
proceedings, lawsuits, and other legal, internal or business matters, as
reasonably requested by the Company.  Also, to the extent Participant
incurs travel or other expenses with respect to such activities, the Company
will reimburse his/her for such reasonable expenses documented and approved in
accordance with the Company’s then current travel
policy.

    

     


    
      
        
          
            	 
    	
                     

                  	 
    


          

           

        

         


      

      
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    8. No
Admission.  This Agreement shall not in any way be construed as
an admission by  the Company of any act of discrimination or other
unlawful act whatsoever against Participant or any other person,
and  the Company specifically disclaims any liability to or
discrimination against Participant or any other person on the part of itself,
its employees, or its agents.

     

    9. Severability.  It
is the desire and intent of the Parties that the provisions of this Agreement
shall be enforced to the fullest extent permissible.  Accordingly, if
any provision of this Agreement shall prove to be invalid or unenforceable, the
remainder of this Agreement shall not be affected, and in lieu, a provision as
similar in terms as possible shall be added.

     

    10. Entire
Agreement.  This
Agreement, together with the documents incorporated herein by reference,
represents the entire agreement between the parties with respect to the subject
matter hereof and this Agreement may not be modified by any oral or written
agreement unless same is in writing and signed by both
parties.

     

    11. Governing
Law.  This
Agreement shall be governed by the internal laws (and not the choice of law
principles) of the State of Texas, except for the application of pre-emptive
federal law.

     

    12. Survival.  Participant's
obligations under this Agreement shall survive the termination of Participant's
employment and shall thereafter be enforceable whether or not such termination
is later claimed or found to be wrongful or to constitute or result in a breach
of any contract or of any other duty owed to Participant.

     

    13. Amendments;
Waiver.  This
Agreement may not be altered or amended, and no right hereunder may be waived,
except by an instrument executed by each of the Parties.

     

    IN WITNESS WHEREOF the Parties have executed this
Agreement as of the date first above written.

     

     

    
      
        	 	 THE
  COMPANY:
	 	 
	 	 RadioShack Corporation,
      for itself and its subsidiaries
	 	 
	 	 By:
	 	 Its:
	 	
                 

                PARTICIPANT:

                 

                                           
      _________________________________________

                 

                Name:                
      _________________________________________

              


      

       

    

    
       

      
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