exhibit1059.htm


    Exhibit
10.59

    


    FIRST
AMENDED AND RESTATED

    RADIOSHACK
CORPORATION

    OFFICER’S
SUPPLEMENTAL

    EXECUTIVE
RETIREMENT PLAN

     

    RadioShack
Corporation, a Delaware corporation ("RadioShack"), hereby amends and restates,
effective as of December 31, 2008, the RadioShack Corporation Officer’s
Supplemental Executive Retirement Plan (the “Plan”) in order to satisfy the
requirements of section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”). Unless otherwise indicated, all “section” or “Code” references are
to the Code and the Treasury Regulations related thereto, as may be amended from
time to time, promulgated under the authority of the applicable Code section
and, in each case, any successor provisions thereto.

     

    RadioShack intends
that this Plan, as amended and restated, applies solely to compensation earned
or vested on or after January 1, 2005, including any earnings thereon, to the
extent such compensation was not paid or distributed prior to December 31,
2008.  Further, it is the intent of the RadioShack that this Plan, as
amended and restated, shall have no effect whatsoever on any benefits earned and
vested on or before December 31, 2004, including any earnings thereon, and the
parties intend that such benefits remain exempt from Code section
409A.

     

    ARTICLE
ONE

    


    PURPOSE

     

    Section
1.1                                The
purpose of this Plan is to enable RadioShack Corporation and its subsidiaries to
provide key executive personnel certain death and retirement
benefits.

     

     

    ARTICLE
TWO

     

    DEFINITIONS

     

    Section
2.1                                Beneficiary.  The
recipient(s) designated (in accordance with Article Seven) by a Participant
in the Plan to whom benefits are payable following his death.

     

    Section
2.2                                Benefit Service
Year.  The service that is used to determine a Participant’s
Plan Benefit under this Plan.  Each Participant shall be granted
one-twelfth of a year of Benefit Services Year for each full or partial calendar
month of his employment with RadioShack commencing on the date of his
appointment as an officer of RadioShack and ending with the date termination of
employment with RadioShack or the cessation of service as an officer of
RadioShack, whichever shall first occur.  Determination of Benefit
Service Years shall be subject to the following:

     

    (i)  Separate
years of Participant’s service with RadioShack as an officer shall be aggregated
for purposes of determining Benefit Service Years.

     

    (ii)  A
Participant’s authorized Leave of Absence will not interrupt continuing of
employment of a Participant as an officer for purposes of the Plan.

     

    Section
2.3                                Benefit Service Years Credit.
A Participant’s Benefit Service Years Credit shall be equal to 2.5%
multiplied by the Participant’s Benefit Service Years.  In no event
shall a Participant’s Benefit Service Years Credit exceed 50%.

     


    
      
         


      

      
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    Section
2.4                                Change in
Control.  For purpose of the Plan, a “Change in Control” shall
mean any of the following events:

     

    (a)           An
acquisition (other than directly from RadioShack (the “Company” for purposes of
this definition)) 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 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 January 1, 2006, 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:

     

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

     

    (A) 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,

     

    (B) 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

     

    (C) 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 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

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


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

     

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

     

    (iii)           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.

     

    Notwithstanding the
foregoing, for purposes of Section 5.3 hereof, the second (but not the first)
sentence in Section 8.5(a) hereof, and for purposes of Sections 8.5(b) and 8.6
hereof, a Change in Control shall occur with respect to a Participant only upon
the occurrence of an event that both (a) constitutes a Change in Control under
the above definition and (b) constitutes a change in control event for purposes
of Code section 409A.

     

    Section
2.5                                Committee.  The
Management Development and Compensation Committee (or any successor committee
under any different name) of the Board of Directors of RadioShack.

     

    Section
2.6                                Disability.  A
physical or mental condition which, in the sole opinion of the Committee,
totally and permanently, prevents a Participant from substantially performing
duties for which such Participant is suited to perform either by education or
training, or if such Participant is on a Leave of Absence when such condition
develops, substantially performing duties for which such Participant is suited
to perform either by education or training.  A determination that
Disability exists shall be based upon competent medical evidence satisfactory to
the Committee.  The date that any person’s Disability occurs shall be
deemed to be the date such condition is determined to exist by the
Committee.

     

    Section
2.7                                Employee.  A regular
full-time executive employee of RadioShack serving as either a RadioShack
Corporate, RadioShack Division or RadioShack subsidiary officer.

     

    Section
2.8   Highest Average Plan
Compensation.  The average annual Plan Compensation earned by
the Participant for the five consecutive highest-paid Plan years while a
Participant. This average shall be computed by dividing the total of the
Participant’s Plan Compensation for such five Plan Years by the number of years
in such five Plan Years for which the Participant had Plan
Compensation.

     

    Section
2.9                                Leave of
Absence.  Any period during which:

     

    (a)           an
Employee is absent with the prior consent of RadioShack, which consent shall be
granted under uniform rules applied to all Employees on a nondiscriminatory
basis, but only if such person (i) is an Employee immediately prior to the
commencement of such period of authorized absence and resumes employment
with

     


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    RadioShack not
later than the first working day following the expiration of such period of
authorized absence or (ii) enters into a contract with RadioShack prior to the
absence which provides a right for the Employee to return to work following the
Leave of Absence, upon such terms and conditions as RadioShack may provide in
its sole discretion.  For purposes of clarification, nothing in this
Section 2.9(a) shall obligate or require RadioShack to enter into any contract
with any Employee or other person; or

     

    (b)           an
Employee who is on “qualified military service” as defined under the Uniformed
Services Employment and Reemployment Rights Act of 1994, but only if such person
is an Employee immediately prior to his qualified military service and resumes
employment with RadioShack within the period during which his reemployment
rights are guaranteed by law.

     

    Section 2.10  Monthly Plan
Benefit Amount.  A monthly amount equal to the Participant’s
Plan Benefit, as may be adjusted pursuant to Section 5.1(b) or (c) or Sections
5.2, 8.4, or 8.5 divided by 120.

     

    Section
2.11                                Participant.  An
Employee who has been selected by the Committee and has accepted a Plan
Agreement as provided in Article Three.

     

    Section
2.12                                Plan Agreement.  The
agreement between RadioShack and a Participant, entered into in accordance with
Article Three, as may be amended from time to time hereunder.

     

    Section
2.13                                Plan Year.  The
twelve month period beginning on January 1 and ending December 31, commencing
with calendar year January 1, 1998 through December 31, 1998.

     

    Section
2.14                                Plan Benefit.  An
amount equal to the Participant’s Benefit Service Years Credit multiplied by the
Participant’s Highest Average Plan Compensation multiplied by 10.

     

    Section
2.15                                Plan
Compensation.  The Participant’s annual base salary and any
annual bonus earned by the Participant during a Plan Year.  Plan
Compensation shall include any portion of the Participant’s base salary and
bonus that is not includible in taxable income because of a deferral election
under any plan maintained by RadioShack.

     

    Section
2.16                                RadioShack.  RadioShack
Corporation, a Delaware corporation, and those subsidiary corporations in which
RadioShack owns at least  fifty one percent (51%) of the total
combined voting power of all classes of stock entitled to vote.

     

    Section
2.17                                RadioShack
Subsidiary.  Any corporation in which RadioShack owns at least
fifty one percent (51%) of the total combined voting power of all classes of
stock entitled to vote.

     

    Section
2.18                                Retirement.  The
following classifications of Retirement as referred to in this Plan are as
follows:

     

    (a)           Early Retirement.  A
Participant’s voluntary election to terminate employment, as opposed to an
involuntary termination by RadioShack, on or after attaining age fifty five (55)
but prior to attaining age sixty-five (65).

     

    (b)           Normal
Retirement.  A Participant's termination from employment with
RadioShack upon attaining age sixty five (65).

     

    (c)           Late Retirement.  A
Participant's termination from employment with RadioShack after attaining age
sixty five (65).”

     

    For this purpose, a
Participant’s termination from employment will occur on the date of the
Participant’s Separation from Service, and notwithstanding anything contained
herein to the contrary, the date on which such Separation from Service takes
place shall be the date of Retirement.

     


    
      
         


      

      
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    Section
2.19                                Separation from
Service.  A Participant’s “separation from service” from
RadioShack shall fall within the meaning set forth in Code section
409A.

     

     

    ARTICLE
THREE

     

    SELECTION
OF PARTICIPANTS AND

    AGREEMENT
TO PARTICIPATE

     

    Section
3.1                                Existing
Participants.   The Plan is in addition to the RadioShack
Corporation Officer’s Deferred Compensation Plan, the Salary Continuation Plan
for Executive Employees of RadioShack Corporation, the Special Compensation Plan
No.1 for RadioShack Corporation Executive Officers, and the Special Compensation
Plan No. 2 for RadioShack Corporation Executive Officers (collectively, the
“Salary Continuation Plans”).  The Salary Continuation Plans have
certain participants who, as of December 31, 2005, have been selected by the
Committee, in its sole, absolute and exclusive discretion, to be Plan
Participants and to have their benefits transferred from the respective Salary
Continuation Plans to the Plan by virtue of new Plan Agreements. Upon execution
of new Plan Agreements, these Participants will no longer be participants in
their respective Salary Continuation Plans and will be Plan
Participants.

     

    Section
3.2                                New
Participants.  On and after January 1, 2006, the Committee, in
its sole, absolute and exclusive discretion, shall select, from among the key
executive employees of RadioShack who are serving as either a RadioShack
Corporate, RadioShack Division or a RadioShack Subsidiary officer, candidates
for participation in the Plan.

     

     

    ARTICLE
FOUR

     

    NO
FUNDING OF PLAN BENEFITS

     

    Section
4.1                                All
benefits under the Plan or a Plan Agreement represent an unsecured promise to
pay by RadioShack Corporation. The Plan shall be unfunded and the benefits
hereunder shall be paid only from the general assets of RadioShack Corporation
resulting in the Participants having no greater rights than RadioShack
Corporation’s general creditors; provided, however,
nothing herein shall prevent or prohibit RadioShack Corporation from
establishing a trust or other arrangement for the purpose of providing for the
payment of the benefits payable under the Plan or Plan Agreement.

     

     

    ARTICLE
FIVE

     

    BENEFITS
PAYABLE TO PARTICIPANTS AND

    TO
BENEFICIARIES OF PARTICIPANTS

     

    Section
5.1                                Subject
to the terms and conditions of the Plan, upon the Retirement of a Participant,
RadioShack agrees to pay to Participant a Retirement benefit as
follows:

     

    (a)           Normal
Retirement.  If a Participant retires at the date of Normal
Retirement, then RadioShack agrees to pay to Participant or to the designated
Beneficiary of Participant in the event of the death of Participant prior to the
termination of payment of Normal Retirement benefits hereunder, all from its
general assets, an amount equal to such Participant’s Plan Benefit, such sum to
be paid as set forth in Section 5.3 hereof.

     

    (b)           Early
Retirement.  If a Participant retires at a time that
constitutes an Early Retirement, then RadioShack agrees to pay to Participant or
to the designated Beneficiary of Participant in the event of the death of
Participant prior to the termination of payment of Early Retirement benefits
hereunder, all from its general assets, an amount equal to such Participant’s
Plan Benefit, reduced by five percent (5%) per year for each year that Early
Retirement precedes the date of Normal Retirement.  Such year shall be
a fiscal year beginning on the date a Participant

     


    
      
         


      

      
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    attains age
fifty-five (55).  Any reduction for a part of a year shall be prorated
on a daily basis assuming a 365-day year.  Such amount shall be paid
as set forth in Section 5.3 hereof.

     

    (c)           Late Retirement.  If
a Participant retires at a date that constitutes Late Retirement, then
RadioShack agrees to pay to Participant or to the designated Beneficiary of
Participant in the event of the death of Participant prior to the termination of
payment of Late Retirement benefits hereunder, all from its general assets, an
amount equal to such Participant’s Plan Benefit, reduced by a percentage
determined as follows:

     

    
      	
              Age
      on Date of

            	 
    	
              Percent
      of Reduction

            
	
              Late
      Retirement

            	 
    	
              of Plan Benefit
      Amount

            
	 
    	 
    	 
    
	
              66

            	 
    	
              0%

            
	
              67

            	 
    	
              0%

            
	
              68

            	 
    	
              0%

            
	
              69

            	 
    	
              0%

            
	
              70

            	 
    	
              0%

            
	
              71

            	 
    	
              20%

            
	
              72

            	 
    	
              40%

            
	
              73

            	 
    	
              60%

            
	
              74

            	 
    	
              80%

            
	
              75

            	 
    	
              100%

            


    

     

    The percent of
reduction of a Participant’s Plan Benefit shall be measured on a fiscal year
beginning on the date of Participant’s date of birth and shall commence on the
day after the date a Participant attains age 70, and any reduction for a part of
a year shall be prorated on a daily basis at the applicable percentage assuming
a 365-day year.  Such amount shall be paid as set forth in Section 5.3
hereof.

     

    Section
5.2                                Subject
to the terms and conditions of the Plan, upon the death of a Participant, but
only if the Participant is an Employee of RadioShack at his death (except as set
forth in Section 5.2(b) below) and is not being paid benefits pursuant to a Plan
Agreement at such time, RadioShack agrees to pay to his Beneficiary from its
general assets an amount equal to such Participant’s Plan Benefit. Such amount
shall be paid as set forth in Section 5.3 hereof with respect to such benefits;
however, it is further provided that:

     

    (a)           if
a Participant dies while an Employee of RadioShack after the date of his Normal
Retirement, then the amount payable to his Beneficiary upon a Participant’s
death shall be reduced as set forth in Section 5.1(c) hereof; and

     

    (b)           the
death of a Participant within the first year after involuntary termination of
employment with RadioShack as provided in Section 8.6 shall not defeat the right
of such Participant’s Beneficiary to receive benefits under this Section 5.2 so
long as an event described in Section 8.5(a) or (b) occurs within one year of
the date of termination of the Participant’s employment.

     

    Section
5.3                                Except
as provided in Section 8.5, the Plan Benefit due and payable to a Participant or
his Beneficiary, as the case may be, upon the Normal Retirement, Early
Retirement, or the Late Retirement of a Participant, or upon the death of a
Participant, shall be paid in one hundred twenty (120) equal monthly
installments in an amount equal to the Participant’s Monthly Plan Benefit
Amount, commencing on the first business day of the seventh month following the
date of the Participant’s Retirement or, if earlier, on the date of the
Participant's death.  Notwithstanding the foregoing, in the event of a
Change in Control, amounts payable to a Participant or his Beneficiary shall be
paid in the amount and manner specified in Sections 8.5 and 8.6.

     

    Section
5.4                                Until
actually paid and delivered to the Participant or to the Beneficiary entitled to
same, none of the benefits payable by RadioShack under this Plan or any Plan
Agreement shall be liable for the debts or liabilities of either the Participant
or his Beneficiary, nor shall the same be subject to seizure by any creditor of
the Participant or his

     


    
      
         


      

      
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    Beneficiary under
any writ or proceeding at law, in equity or in bankruptcy.  Further,
no Participant or Beneficiary shall have power to sell, assign, transfer,
encumber, or in any manner anticipate or dispose of the benefits to which he is
entitled or may become entitled under the Plan or any Plan
Agreement.

     

    Section
5.5

     

    (a)           During
the period that Participant is receiving benefits under a Plan Agreement and for
one (1) year after cessation of payment of benefits, Participant agrees that he
will not, either directly or indirectly, within the United States of America or
in any country of the world that RadioShack (or a RadioShack Subsidiary) or one
of its dealers or franchisees sells Consumer Electronic Products (as hereinafter
defined) at retail, own, manage, operate, join, control, be employed by, be a
consultant to, be a partner in, be a creditor of, engage in joint operations
with, be a stockholder, officer or director of any corporation, sole
proprietorship or business entity of any type, or participate in the ownership,
management, direction, or control or in any other manner be connected with, any
business selling Consumer Electronic Products at retail which is at the time of
Participant’s engaging in such conduct competitive with such products sold by
RadioShack except as a stockholder owning less than five percent (5%) of the
shares of a corporation whose shares are traded on a stock exchange or in the
over-the-counter market by a member of the National Association of Securities
Dealers.  “Consumer Electronic Products” are those type of products
sold at the retail level to the ultimate customer as are advertised by
RadioShack.  The manufacture of Consumer Electronic Products or the
sale of Consumer Electronic Products at levels of distribution other than the
retail level is not considered a violation of this covenant.

     

    (b)           In
the event that a Participant engages in any of the activities described in
Section 5.5(a), RadioShack will give notice to the Participant specifying in
detail the alleged violation of Section 5.5(a).  Participant will be
allowed ninety (90) days to cure such default.  If the Committee feels
there is continuing competition, then, without any further notice or opportunity
to cure, and upon determination by the Committee that such a Participant is
engaged in such activities, such Committee’s decision to be conclusive and
binding upon all concerned, and notwithstanding any other provisions of the Plan
or of the Plan Agreement with such Participant, RadioShack’s obligation to a
Participant to pay any benefits hereunder shall automatically cease and
terminate and RadioShack shall have no further obligation to such Participant or
Beneficiary pursuant to the Plan or the Plan Agreement.  RadioShack
may also enforce this provision by suit for damages which shall include but not
be limited to all sums paid to Participant hereunder, or for injunction, or
both.

     

    Section
5.6                                RadioShack
may liquidate out of the interest of a Participant hereunder, but only as
Retirement or death benefits become due and payable hereunder, any outstanding
loan or loans or other indebtedness of Participant made in the ordinary course
of the employment relationship, provided that (i) the entire amount of reduction
in such benefit in any taxable year of RadioShack shall not exceed $5,000, and
(ii) the reduction shall be made at the same time and in the same amount as the
loan or other indebtedness otherwise would have been due and collected from the
Participant.

     

    Section
5.7                                Subject
to termination or amendment of the Plan, Plan Agreement, or both, and subject to
the requirements of Code section 409A, a Participant's participation in the Plan
shall continue during his Disability or his taking a Leave of Absence
notwithstanding the status of the Participant’s employment with
RadioShack.  Subject to the requirements of Code section 409A, a
Participant who is Disabled or on Leave of Absence shall notify RadioShack of
his date of Retirement in such manner as may be specified by
RadioShack.  Such notice shall be deemed to be received when actually
received by RadioShack in the manner specified.

     

    Section
5.8                                Notwithstanding
anything in the Plan to the contrary, the Committee, in its sole discretion, may
accelerate or delay the payment of any benefits under the Plan under the
circumstances, and to the extent, required or permitted by Code section
409A.

     


    
      
         


      

      
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    ARTICLE
SIX

     

    AMENDMENTS
OF PLAN AGREEMENTS

     

    Section
6.1                                The
Committee may enter into amendments to the Plan Agreement with any Participant
for the purpose of amending any provision of this Plan as it might apply to a
Participant.  In such cases, the acceptance of an amendment by a
Participant is voluntary and until the amended Plan Agreement has been submitted
to and accepted by him, it shall not be effective.

     

     

    ARTICLE
SEVEN

     

    BENEFICIARIES
OF PARTICIPANTS

     

    Section
7.1                                At
the time of his acceptance of a Plan Agreement, a Participant shall be required
to designate the Beneficiary to whom benefits under the Plan and his Plan
Agreement will be payable upon his death.  A Beneficiary may be one
(1) or more persons or entities, such as dependents, persons who are natural
objects of the Participant’s bounty, an inter vivos or testamentary trust, or
his estate.  Such Beneficiaries may be designated contingently or
successively as the Participant may direct.  The designation of his
Beneficiary shall be made by the Participant on a Beneficiary Designation Form
to be furnished by the Committee and filed with it.

     

    Section
7.2                                A
Participant may change his Beneficiary, as he may desire, by filing new and
amendatory Beneficiary Designation Forms with the Committee.

     

    Section
7.3                                In
the event a Participant designates more than one (1) Beneficiary to receive
benefit payments simultaneously, each such Beneficiary shall be paid such
proportion of such benefits as the Participant shall have
designated.  If no such percentage designation has been made, then
payments shall be made to each such Beneficiary in equal shares.

     

    Section
7.4                                If
the designated Beneficiary dies before the Participant in question and no
Beneficiary was successively named, or if the designated Beneficiary dies before
complete payment of the deceased Participant’s benefits have been made and no
Beneficiary was successively named, the Committee shall direct that such
benefits (or the balance thereof) be paid to those persons who are the deceased
Participant’s heirs-at-law determined in accordance with the laws of descent and
distribution in force at the date hereof in the State of Texas for separate
personal property, such determination to be made as though the Participant had
died intestate and domiciled in Texas.  Such benefits (or the balance
thereof) shall be paid at the time and in the form otherwise provided for in the
Plan.

     

    Section
7.5                                Whenever
any person entitled to payments under this Plan shall be a minor or under other
legal disability or in the sole judgment of the Committee shall otherwise be
unable to apply such payments to his own best interest and advantage (as in the
case of illness, whether mental or physical, or where the person not under legal
disability is unable to preserve his estate for his own best interest), the
Committee may in the exercise of its discretion direct all or any portion of
such payments to be made in any one or more of the following ways unless claims
shall have been made therefor by an existing and duly appointed guardian,
conservator, committee or other duly appointed legal representative, in which
event payment shall be made to such representative:

     

    (a)           directly
to such person unless such person shall be an infant or shall have been legally
adjudicated incompetent at the time of the payment;

     

    (b)           to
the spouse, child, parent or other blood relative to be expended on behalf of
the person entitled or on behalf of those dependents as to whom the person
entitled has the duty of support;

     

    (c)           to
a recognized charity or governmental institution to be expended for the benefit
of the person entitled or for the benefit of those dependents as to whom the
person entitled has the duty of support; or

     


    
      
         


      

      
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    (d)           to
any other institution, approved by the Committee, to be expended for the benefit
of the person entitled or for the benefit of those dependents as to whom the
person entitled has the duty of support.

     

    The decision of the
Committee will, in each case, be final and binding upon all persons and the
Committee shall not be obligated to see to the proper application or expenditure
of any payments so made.  Any payment made pursuant to the power
herein conferred upon the Committee shall operate as a complete discharge of the
obligations of RadioShack and of the Committee.

     

    Section
7.6                                If
the Committee has any doubt as to the proper Beneficiary to receive payments
hereunder, the Committee shall have the right to withhold such payments until
the matter is finally adjudicated or the Committee may direct RadioShack to
bring a suit for interpleader in any appropriate court, pay any amounts due into
the court, and RadioShack shall have the right to recover its reasonable
attorney’s fees from such proceeds so paid or to be paid.  Any payment
made by the Committee, in good faith and in accordance with this Plan, shall
fully discharge the Committee and RadioShack from all further obligations with
respect to such payments.  In acting under this provision, the
Committee, where appropriate, shall take all steps necessary to ensure that any
delay in payment to a Beneficiary complies with the requirements of Treas. Reg.
section 1.409A-3(g) including, where payments are withheld, by making any
required payments by no later than the end of the year in which the matter is
finally adjudicated.

     

     

    ARTICLE
EIGHT

     

    TERMINATION
OF PARTICIPATION

     

    Section
8.1                                Except
as provided in Sections 5.2(b), 8.4, 8.5, 8.6, 10.1, and 10.2 hereof,
termination of a Participant’s employment with RadioShack other than by reason
of Retirement or death, whether by action of RadioShack or the Participant’s
resignation, shall terminate the Participant’s participation in the Plan (for
the sake of clarity, a cessation of active employment during a period of a Leave
of Absence (including as a result of a Disability) will not be deemed a
termination of employment for purposes of this sentence, unless such cessation
results in a Separation from Service).  Neither the Plan nor the Plan
Agreement shall in any way obligate RadioShack to continue the employment of a
Participant, nor will either limit the right of RadioShack to terminate a
Participant’s employment at any time, for any reason, with or without
cause.

     

    


     

    Section
8.2                                Except
as provided in Sections 8.4, 8.5, 8.6, 10.1 and 10.2 hereof, participation in
the Plan by a Participant shall also terminate if the Plan or his Plan Agreement
is terminated by RadioShack in accordance with Article Ten.

     

    Section
8.3                                Except
as provided in Sections 8.4, 8.5, 8.6, 10.1, and 10.2 hereof, upon termination
of a Participant’s participation in the Plan, all of RadioShack’s obligations to
the Participant and his Beneficiary under the Plan and Plan Agreement and each
of them, shall terminate and be of no further effect.

     

    Section
8.4                                Except
as provided in Sections 8.5, 8.6, 10.1 and 10.2, if a Participant’s
participation in the Plan is terminated, by:

     

    (a)           termination
of the Plan;

     

    (b)           termination
of a Plan Agreement; or

     

    (c)           termination
of employment for any reasons other than

     

    (i)           death
or Retirement, which shall be governed by Article Five, or

     

    (ii)           dishonest
or fraudulent conduct of a Participant or indictment of a Participant for a
felony crime involving moral turpitude, in which event no vesting under Section
8.4, 8.6, 10.1, or 10.2 shall occur,

     


    
      
         


      

      
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    then such
Participant shall be entitled, as set forth below, to a percentage of his Plan
Benefit as follows:

     

    
      	
              Age
      Attained at Date of Event Set

            	 
    	 
    
	
              Forth in Section
      8.4(a), (b) or (c)

            	 
    	
              %
      Vested

            
	 
    	 
    	 
    
	
              Age 54 or
      younger

            	 
    	
              0%

            
	 
    	 
    	 
    
	
              Age 55 to age
      65

            	 
    	
              A percent as
      determined

            
	 
    	 
    	
              in 5.1(b)
      hereof

            
	 
    	 
    	 
    
	
              Age 65 to age
      70

            	 
    	
              100%

            
	 
    	 
    	 
    
	
              Age 70 to age
      75

            	 
    	
              A percent as
      determined

            
	 
    	 
    	
              in 5.1(c)
      hereto

            
	 
    	 
    	 
    
	
              Age 75 and
      thereafter

            	 
    	
              0%

            


    

     

    The amount payable
under this Section 8.4 shall be determined as of the date of the event set forth
in Section 8.4(a), (b) or (c) hereof and such amount as so determined at that
time shall not be altered or changed thereafter, except that the provisions of
Section 5.5 hereof shall remain fully applicable during the Participant's
employment by RadioShack, during the payment of benefits under this Section 8.4
and for one (1) year after the later of termination of employment or cessation
of payment of benefits.  The amount payable under this Section 8.4
shall be paid as set forth in Section 5.3 hereunder to commence on the first
business day of the seventh month following the date of the Participant’s
Separation from Service.

     

    Section
8.5                                Notwithstanding
anything to the contrary in the Plan,

     

    (a)           In
the event of a Change in Control, every Participant who is currently an active
Employee immediately shall be vested in his Plan Benefit determined without
regard to Section 5.1(b) but subject to Section 5.1(c). Such Plan Benefit shall
be payable in a lump sum on the first day of the month next following the date
of the Participant’s Separation from Service or, if later, and to the extent
Participant is a “specified employee,” within the meaning of Code Section 409A,
on the date of his or her Separation from Service, on the first business day of
the seventh month following the date of Separation from Service (or, if earlier,
the date of the Participant’s death) to the extent such delayed payment is
required in order to avoid a prohibited distribution under Code section
409A(a)(2) (with the date of the Separation from Service referred to herein as
the “Valuation Date”).  Such lump sum payment shall equal the present
value of the Participant's Plan Benefit (as adjusted pursuant to Section 5.1(c),
as applicable) discounted for interest at the Pension Benefit Guaranty
Corporation's Immediate Annuity Rate used to value benefits for single-employer
plans terminating on the date of the Separation from Service compounded
semi-annually.

     

    (b)(i)           In
the event of a Change in Control, any Participant or Beneficiary who, on the
date of the Change in Control, was receiving benefits under the Plan shall be
entitled to receive a lump sum equal to the present value of the remaining Plan
Benefit no later than 90 days following the date of the Change in Control,
calculated in a manner consistent with Section 8.5(a).

     

    (b)(ii)                      In
the event of a Change in Control, any Participant who, on the date of the Change
in Control, had Separated from Service with the right to receive benefits under
the Plan but had not yet commenced receiving benefits, or any Beneficiary of
such a Participant,  shall be entitled to receive a lump sum as of the
earlier of (A) the first business day of the seventh month following the date of
Separation from Service equal to the present value of the remaining Plan
Benefit, or (B) the six month anniversary of the date of the Change in Control,
calculated in a manner consistent with Section 8.5(a) hereof .”

     

    For purposes of
8.5(b), the “Valuation Date” shall be the date of the Change in
Control.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    Section
8.6                                In
the event that a Participant (other than a Participant described in Section
8.5(b)) is subject to an involuntary termination by RadioShack that constitutes
a Separation from Service for any reason other than those reasons set forth in
Section 8.4(c)(ii), and within a one year period beginning on the date of such
termination there occurs a Change in Control (that satisfies the last paragraph
of Section 2.4 hereof), then such Participant, or his Beneficiary if such
Participant dies after termination of employment, shall be entitled to receive a
lump sum equal to the present value of the Participant's Plan Benefit no later
than 90 days following the date of the Change in Control, provided that if the
Change in Control does not satisfy the last paragraph of Section 8.7 hereof, the
payment shall be made on the first anniversary of the Participant’s Separation
from Service if payment at such time would not result in a violation of Code
section 409A.  The lump sum amount payable under this Section 8.6
shall be determined in a manner consistent with Section 8.5(a).  For
purposes of this Section 8.6, the “Valuation Date” shall be the date of the
Change in Control.

     

    Section
8.7                                Notwithstanding
any provision to the contrary in the Plan, upon a Change in Control, the
provisions of Sections 5.5 and 5.6 shall lapse and become null and
void.

     

     

    ARTICLE
NINE

     

    ADMINISTRATION
OF THE PLAN

     

    Section
9.1                                The
Plan shall be administered by the Committee.

     

    Section
9.2                                In
addition to the express powers and authorities accorded the Committee under the
Plan, it shall be responsible in its sole, absolute and exclusive discretion
for:

     

    (a)           construing
and interpreting the Plan;

     

    (b)           computing
and certifying to RadioShack the amount of benefits to be provided in each Plan
Agreement for the Participant or the Beneficiary of the Participant;
and

     

    (c)           determining
the right of a Participant or a Beneficiary to payments under the Plan and
otherwise authorizing disbursements of such payments by RadioShack.

     

    In these and all
other respects, the Committee’s decisions shall be conclusive and binding upon
all concerned.  The Plan is intended to comply with the requirements
of Code section 409A, to the extent applicable, and shall be administered and
interpreted by the Committee accordingly.

     

    Section
9.3                                RadioShack
agrees to hold harmless and indemnify the members of the Committee against any
and all expenses, claims and causes of action by or on behalf of any and all
parties whomsoever, and all losses therefrom, including without limitation the
cost of defense and attorney’s fees, based upon or arising out of any act or
omission relating to or in connection with the Plan other than losses resulting
from any such Committee member’s fraud or willful misconduct.

     

    ARTICLE
TEN

     

    TERMINATION
OR AMENDMENT OF THE PLAN

     

    OR
PLAN AGREEMENTS

     

    Section
10.1                                RadioShack
reserves the right to terminate or amend this Plan or any Plan Agreement, in
whole or in part, at any time, from time to time, by resolution of the
Committee, provided, however, that, subject to Section 10.3, no amendment to the
Plan or to any Plan Agreement shall alter the vested rights of a Participant or
Beneficiary applicable on the effective date of such termination or amendment,
and such vested rights shall remain unchanged.  Rights are deemed to
have vested if benefits are actually being paid or if the only condition
precedent to the payment of benefits is

     


    
      
         


      

      
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    the termination of
employment (unless terminated for reasons set forth in Section 8.4(c)(ii), in
which event benefits are forfeited) with RadioShack or the giving notice of
Retirement or the occurrence of an event described in Section 8.5(a) or
(b).

     

    Section
10.2                                Notwithstanding
anything to the contrary in the Plan, but subject to Section 10.3,

     

    (a)           Sections
8.5, 8.6, 8.7 and this Section 10.2 shall not be amended or terminated at any
time.

     

    (b)           For
a period of one (1) year following a Change in Control, the Plan or Plan
Agreement shall not be terminated or amended in any way, nor shall the manner in
which the Plan is administered be changed in a way that adversely affects the
Participants’ right to existing or future RadioShack-provided benefits or
contributions provided hereunder, including, but not limited to, any change in,
or to, the eligibility requirements, benefit formulae and manner and optional
forms of payments.

     

    (c)           Any
amendment or termination of the Plan prior to a Change in Control that (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 or (ii) otherwise arose in
connection with, or in anticipation of, a Change in Control, shall be null and
void and shall have no effect whatsoever.

     

    (d)           In
the event the Plan or any Plan Agreement is terminated or adversely amended to
the detriment of any Participant and within a one-year period from the effective
date of any such amendment or termination a Change in Control occurs, then any
Participant so affected whose employment with RadioShack Corporation is subject
to a termination that constitutes a Separation from Service, whether voluntarily
or involuntarily, within a three-year period from the date of the Change in
Control shall be entitled to receive those benefits set forth in Section 8.5
hereof to the same extent and in the same amounts as though such amendment or
termination of the Plan or Plan Agreement had not occurred.  This
Section 10.2(d) shall not apply to any Participant who, as of the date of the
Change in Control, has previously retired or has otherwise voluntarily
terminated his employment with RadioShack Corporation.

     

    The restrictions on
amendments set forth in this provision shall not apply to the amendment to the
Plan adopted on November 6, 2008 and effective on December 31,
2008.

     

    Section
10.3                                Notwithstanding
anything in Section 6.1, 10.1 or 10.2 to the contrary, the Committee may amend
the Plan or any Plan Agreement at any time, without the consent of any
Participant or Beneficiary, to the extent the Committee 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.

     

     

    ARTICLE
ELEVEN

     

    MISCELLANEOUS

     

    Section
11.1                                The
Plan and Plan Agreement and each of their provisions shall be construed and
their validity determined under the laws of the State of Texas.

     

    Section
11.2                                The
masculine gender, where appearing in the Plan or Plan Agreement, shall be deemed
to include the feminine gender.  The words “herein”, “hereunder” and
other similar compounds of the word “here” shall mean and refer to the entire
Plan and Plan Agreement, not to any particular provision, section or subsection,
and words used in the singular or plural may be construed as though in the
plural or singular where they would so apply.

     

    Section
11.3                                Any
action brought by a Participant under the Plan or Plan Agreement shall only be
brought in the appropriate state or federal court for Tarrant County,
Texas.

     

    Section
11.4                                Any
person born on February 29 shall be deemed to have been born on the immediately
preceding February 28 for all purposes of this Plan.

     


    
      
         


      

      
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    Section
11.5                                This
Plan shall be binding upon and inure to the benefit of any successor of
RadioShack and any such successor shall be deemed substituted for RadioShack
under the terms of this Plan.  As used in this Plan, the term
“successor” shall include any person, firm, corporation, or other business
entity which at any time, whether by merger, purchase, or otherwise, acquires
all or substantially all of the assets or business of RadioShack.

     

    Section
11.6                                A
Participant shall not be required to mitigate the amount of any payment provided
for in this Plan by seeking other employment or otherwise.

     

    Section
11.7                                In
the event that a Participant institutes any legal action to enforce his rights
under, or to recover damages for breach of any of the terms of this Plan or any
Plan Agreement, the Participant, if he is the prevailing party, shall be
entitled to recover from RadioShack all actual expenses incurred in the
prosecution of said suit including but not limited to attorneys' fees, court
costs, and all other actual expenses.  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). Notwithstanding the foregoing, a
Participant shall only be entitled to reimbursement of the expenses described
above if he is the prevailing party in such action.  If RadioShack
provides any reimbursements in accordance with this provision, and the
Participant ultimately is not the prevailing party, the Participant shall be
required to refund to RadioShack all amounts previously paid.

     

    Section
11.8                                Notwithstanding
all other provisions in the Plan, in the event a Participant is entitled to
benefits under two (2) separate sections of the Plan, the maximum a Participant
may receive under this Plan is his Plan Benefit, payable in accordance with
Section 5.3 hereof (or Article Eight, if applicable).

     

    Section 11.9 Notwithstanding
any other provision of the Plan to the contrary, until the Plan is amended and
restated to reflect the requirements of Internal Revenue Code section 409A, the
Plan shall be administered in accordance with all applicable requirements of
Internal Revenue Code section 409A and the regulations or guidance issued with
regard thereto, and any distribution, acceleration or election feature that
could result in the early inclusion in gross income shall be deemed restricted
or limited to the extent necessary to avoid such result.

     

    Section 11.10  It is
intended that the Plan and the Committee’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 of the first amendment and restatement of this Plan would result in a
Participant being subject to payment of interest and tax penalty under Code
section 409A, the Committee 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 RadioShack 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.

     

    


     

    13