exhibit1056.htm


    

      Exhibit
10.56

       

      FIRST AMENDED AND
RESTATED

      RADIOSHACK
CORPORATION

      OFFICERS’ SEVERANCE
PROGRAM

       

      


       

      1. PURPOSE OF PROGRAM.  The purpose of the RadioShack
Corporation Officers’ Severance Program (the “Program”)is to retain
well-qualified individuals as officers of RadioShack Corporation, and to provide
a benefit to each such individual if his/her employment is terminated prior to
the third anniversary of the Effective Date (as defined below), under qualifying
circumstances.  The Program is intended to qualify as a “top-hat” plan
under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
in that it is intended to be an “employee benefit plan” (as such term is defined
under Section 3(3) of ERISA) which is unfunded and provides benefits only to a
select group of management or highly compensated employees of the Company and/or
its Subsidiaries.  The Program has been amended, effective as of
December 31, 2008, in order to satisfy the requirements of section 409A of the
Code (as defined below).

       

      2. DEFINITIONS.  The
following terms shall have the following meanings unless the context indicates
otherwise:

       

      (a) “Applicable
Benefits Schedule” with respect to a Participant shall mean the Benefits
Schedule applicable to the Participant based on his or her position with the
Company or, if applicable, a Subsidiary.

       

      (b) “Beneficiary”
The Participant’s estate shall be deemed to be the Participant’s designated
Beneficiary.

       

      (c) “Benefits
Schedule” shall mean a separate Benefits Schedule, if any, adopted as part of
the Program, which Schedule sets forth certain provisions relating to the
determination of eligibility for and/or the amount of Severance Benefits payable
under the Program.

       

      (d) “Board”
shall mean the Board of Directors of the Company.

       

      (e) “Cause”
means (i) the Participant is convicted of a felony or of any crime involving
moral turpitude, dishonesty, fraud, theft or financial impropriety; or (ii) a
reasonable determination by the Committee that, (A) the Participant has
willfully and continuously failed to perform his/her duties (other than such
failure resulting from incapacity due to physical or mental illness), after a
written demand for corrected performance is delivered to the Participant which
specifically identifies the manner(s) in which the Participant has not performed
his/her duties, (B) the Participant has engaged in illegal conduct, an act of
dishonesty, moral turpitude, dishonesty, fraud, theft, financial impropriety or
gross misconduct injurious to the Company or any Subsidiary, or (C) the
Participant has violated a material provision of the Company’s Code of Ethics,
Financial Code of Ethics, or Participant’s fiduciary duty to the Company or any
Subsidiary.

       


      
        
           


        

        
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      (f) “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.

       

      (g) “Committee”
shall mean (i) the Board or (ii) a committee or subcommittee of the Board as
from time to time appointed by the Board from among its members.  The
initial Committee shall be the Board’s Management Development and Compensation
Committee.  In the absence of an appointed Committee, the Board shall
function as the Committee under the Program.

       

      (h) “Company”
shall mean RadioShack Corporation, a Delaware corporation, including any
successor entity or any successor to the assets or business of the
Company.   “Company” shall not include any
Subsidiary.

       

      (i) “CIC
Agreement” shall include any termination protection agreement entered into by
the Company or any Subsidiary and a Participant and the Company’s Termination
Protection Plan Level I by which a Participant may be covered.

       

      (j) “Effective
Date” shall mean December 31, 2008.

       

      (k) “ERISA”
shall have the meaning ascribed to such term in Section 1.

       

      (l) [RESERVED]

       

      (m) “Good
Reason” shall have the meaning ascribed to such term in a Participant’s
Applicable Benefits Schedule if said schedule contains a definition of, and thus
a right to terminate for, Good Reason.

       

      (n) “Participant(s)”
shall have the meaning set forth in Section 3.

       

      (o) “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.

       

      (p) “Program”
shall have the meaning ascribed to such term in Section 1.

       

      (q) “Qualifying
Termination” shall mean (i) involuntary termination by the Company of the
employment of the Participant with the Company and all of its Subsidiaries for
any reason other than death, disability or Cause, or (ii) resignation of the
Participant for Good Reason if such Participant’s Applicable Benefits Schedule
contains a right to terminate for Good Reason.

       


      
        
           


        

        
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      (r) “Reference
Base Salary” with respect to a Participant means the annual base salary of such
Participant as in effect immediately prior to the Termination Date (determined
without regard to any reduction which would constitute a basis for a
Participant’s resignation for Good Reason, if such Participant’s Applicable
Benefits Schedule contains such a right to terminate for Good
Reason).

       

      (s) “Retention
Period” shall mean the period beginning on the Effective Date and ending on the
third anniversary of the Effective Date.

       

      (t) “Severance
Benefits” shall mean the compensation and benefits provided to a Terminated
Participant pursuant to Sections 5 and 6 of the Program.

       

      (u) “Severance
Period” shall mean the number of months a specific Terminated Participant is
entitled to receive Severance Benefits, which period shall be expressly provided
for by the Committee with respect to the Participant’s participation herein and
set forth on the Applicable Benefits Schedule.

       

      (v) “Subsidiary”
shall mean a corporation of which the Company directly or indirectly owns more
than fifty percent (50%) of the “voting stock” (meaning the capital stock of any
class or classes having general voting power under ordinary circumstances, in
the absence of contingencies, to elect the directors of a corporation) or any
other business entity in which the Company directly or indirectly has an
ownership interest of more than fifty percent (50%).

       

      (w) “Terminated
Participant” shall mean a Participant whose employment with the Company and/or a
Subsidiary has been terminated under circumstances constituting a Qualifying
Termination as described in Section 5 below.

       

      (x) “Termination
Date” shall mean the date a Terminated Participant’s employment with the Company
and/or a Subsidiary is terminated as described in Section 5 below.

       

      (y) “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 Program 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.

       

      3. PARTICIPATION.  All
executive officers, senior vice presidents, vice presidents, assistant
secretaries and assistant treasurers of the Company (collectively, the
“Participants”) shall participate in the Program.  An officer of a
Subsidiary of the

       

      Company
shall be considered a Participant only if the Committee has specifically
designated such officer as such (as well as designating such officer’s
applicable Benefits Schedule as described below), and such designation is in
effect as of the Termination Date.  Benefits Schedule I shall apply
only to the Chief Executive Officer of the Company.  Benefits Schedule
II shall apply only to the executive officers of the Company (other than the
Chief Executive Officer of the Company).  Benefits Schedule III shall
apply only to the senior vice presidents of the Company.  Benefits
Schedule IV shall apply to the vice presidents, assistant secretaries and
assistant treasurers of the Company.  Notwithstanding the preceding,
if the Committee specifically designates an officer of a Subsidiary as a
Participant in the Program, the Committee may designate one of Benefits
Schedules I through IV to apply to such officer, in which case references to
“Company” shall refer to the Subsidiary as deemed applicable.

       

      
        
           

        

        
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      4. ADMINISTRATION.

       

      (a) Responsibility.  The
Committee shall have the responsibility, in its sole discretion, to control,
operate, manage and administer the Program in accordance with its
terms.

       

      (b) Authority of the
Committee.  The Committee shall have the maximum discretionary
authority permitted by law that may be necessary to enable it to discharge its
responsibilities with respect to the Program, including but not limited to the
following:

       

      (i) to
determine eligibility for participation in the Program;

       

      (ii) to
establish the terms and provisions of, and to adopt as part of the Program, one
or more Benefits Schedules setting forth, among other things, the Severance
Period and such other terms and provisions as the Committee shall
determine;

       

      (iii) to
calculate a Participant’s Severance Benefits;

       

      (iv) to
correct any defect, supply any omission, or reconcile any inconsistency in the
Program in such manner and to such extent as it shall deem appropriate in its
sole discretion to carry the same into effect;

       

      (v) to
issue administrative guidelines as an aid to administer the Program and make
changes in such guidelines as it from time to time deems proper;

       

      (vi) to make
rules for carrying out and administering the Program and make changes in such
rules as it from time to time deems proper;

       

      (vii) to the
extent permitted under the Program, grant waivers of Program terms, conditions,
restrictions, and limitations;

       

      (viii) to
construe and interpret the Program and make reasonable determinations as to a
Participant’s eligibility for benefits under the Program, including
determinations as to Qualifying Termination and disability; and

       

      (ix) to take
any and all other actions it deems necessary or advisable for the proper
operation or administration of the Program.

       

      (c) Action by the
Committee.  Except as may otherwise be required or permitted
under an applicable charter, the Committee may (i) act only by a majority of its
members (provided that any determination of the Committee may be made, without a
meeting, by a writing or writings signed by all of the members of the
Committee), and (ii) may authorize any one or more of its members to execute and
deliver documents on behalf of the Committee.

       

      (d) Delegation of
Authority.  The Committee has delegated administrative duties
to the Company.  In addition, the Committee, or any person to whom it
has delegated duties as aforesaid, may employ one or more persons to render
advice with respect to any responsibility the Committee or such person may have
under the Program.  The Committee may employ such legal or other
counsel, consultants and agents as it may deem desirable for the administration
of the Program and may rely upon any opinion or computation received from any
such counsel, consultant or agent.  Expenses incurred by the Committee
in the engagement of such counsel, consultant or agent shall be paid by the
Company, or the Subsidiary whose employees have benefited from the Program, as
determined by the Committee.

       

      
        
           

        

        
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      (e) Determinations and
Interpretations by the Committee.  All determinations and
interpretations made by the Committee or by its delegates shall be binding and
conclusive to the maximum extent permitted by law on all Participants and their
heirs, successors, and legal representatives.

       

      (f) Information.  The
Company and its Subsidiaries shall furnish to the Committee in writing all
information the Committee may deem appropriate for the exercise of its powers
and duties in the administration of the Program.  Such information may
include, but shall not be limited to, the full names of all Participants, their
earnings and their dates of birth, employment, retirement, death or other
termination of employment.  Such information shall be conclusive for
all purposes of the Program, and the Committee shall be entitled to rely thereon
without any investigation thereof.

       

      (g) Self-Interest.  No
member of the Committee may act, vote or otherwise influence a decision of the
Committee specifically relating to his/her benefits, if any, under the
Program.

       

      5. TERMINATION
OF EMPLOYMENT.  If the employment of a Participant is terminated
during the Retention Period in circumstances constituting a Qualifying
Termination, such Terminated Participant shall be entitled to receive Severance
Benefits in accordance with Section 6 below.

       

      6. SEVERANCE
BENEFITS.  In the event a Participant is entitled to receive Severance
Benefits pursuant to Section 5 above, the Terminated Participant shall
receive a payment equal to the Severance Benefits determined in accordance with
the Applicable Benefits Schedule.

       

      7. PARTICIPANT
COVENANTS.  As a condition to receiving the right to participate in
the Program and any benefits hereunder, each Participant shall enter into an
agreement with the Company or Subsidiary, if deemed applicable, providing for
confidentiality and nonsolicitation obligations.

       

      8. CLAIMS.

       

      (a) Claims
Procedure.  If any Participant or Beneficiary, or their legal
representative, has a claim for benefits which is not being paid, such claimant
may file a written claim with the Committee setting forth the amount and nature
of the claim, supporting facts, and the claimant’s address.  A
claimant must file any such claim within sixty (60) days after a Participant’s
Termination Date.  Written notice of the disposition of a claim by the
Committee shall be furnished to the claimant within ninety (90) days after the
claim is filed.  In the event of special circumstances, the Committee
may extend the period for determination for up to an additional ninety (90)
days, in which case it shall so advise the claimant.  If the claim is
denied, the reasons for the denial shall be specifically set forth in writing,
pertinent provisions of the Program shall be cited, including an explanation of
the Program’s claim review procedure, and, if the claim is perfectible, an
explanation as to how the claimant can perfect the claim shall be
provided.

       

      
        
           

        

        
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      (b) Claims Review
Procedure.  If a claimant whose claim has been denied wishes
further consideration of his/her claim, he/she may request the Committee to
review his/her claim in a written statement of the claimant’s position filed
with the Committee no later than sixty (60) days after receipt of the written
notification provided for in Section 8(a) above.  The Committee shall
fully and fairly review the matter and shall promptly advise the claimant, in
writing, of its decision within the next sixty (60) days.  Due to
special circumstances, the Committee may extend the period for determination for
up to an additional sixty (60) days.

       

      9. TAXES.

       

      (a) Withholding
Taxes.  The Company or, if deemed applicable, a Subsidiary
shall be entitled to withhold from any and all payments made to a Participant
under the Program all federal, state, local and/or other taxes or imposts which
the Company or the subject Subsidiary determines are required to be so withheld
from such payments or by reason of any other payments made to or on behalf of
the Participant or for his/her benefit hereunder.

       

      (b) No Guarantee of Tax
Consequences.  No person connected with the Program in any
capacity, including, but not limited to, the Company and any Subsidiary and
their directors, officers, agents and employees makes any representation,
commitment, or guarantee that any tax treatment, including, but not limited to,
federal, state and local income, estate and gift tax treatment, will be
applicable with respect to amounts deferred under the Program, or paid to or for
the benefit of a Participant under the Program, or that such tax treatment will
apply to or be available to a Participant on account of participation in the
Program.

       

      10. TERM OF
PROGRAM.  The Program shall be effective as of the Effective Date and
shall remain in effect until the Board terminates the Program in accordance with
Section 11(b) below.

       

      11. AMENDMENT
AND TERMINATION.

       

      (a) Amendment of
Program.  The Program may be amended by the Board at any time
with or without prior notice; provided, however, that, except as provided in
Section 11(d) hereof, any amendment of the Program during the thirty six
(36)-month period immediately following the Effective Date which is less
favorable to a Participant shall not be effective as to such Participant unless
the Participant shall have consented thereto in writing.

       

      (b) Termination of
Program.  The Program may be terminated or suspended by the
Board at any time with or without prior notice; provided, however, that any
termination or suspension to be effective during the thirty six (36)-month
period immediately following the Effective Date shall not be effective with
respect to any Participant  unless such Participant shall have
consented thereto in writing.

       

      
        
           

        

        
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      (c) No Adverse
Affect.  If the Program is amended, terminated, or suspended in
accordance with Section 11(a) or 11(b) above, such action shall not adversely
affect the benefits under the Program to which any Terminated Participant (as of
the date of amendment, termination or suspension) is entitled, unless such
amendment is made pursuant to Section 11(d) hereof.

       

      (d) Code Section
409A.  It is intended that this Program and the Committee’s
exercise of authority or discretion hereunder shall be exempt from or 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 Committee may amend this Program, without the consent of the Participant,
including with respect to the timing of payment of benefits, in order to avoid
the application of, or to comply with, Code Section 409A and to the extent
permitted under 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.

       

      12. MISCELLANEOUS.

       

      (a) Offset.  Except
as would not result in a violation of Code Section 409A, Severance Benefits
shall be reduced by any severance or similar payment or benefit made or provided
by the Company or any Subsidiary to the Participant pursuant to (i) any
severance plan, program, policy or similar arrangement of the Company or any
Subsidiary of the Company (including without limitation the CIC Agreement), (ii)
any employment agreement between the Company or any Subsidiary and the
Participant, and (iii) any federal, state, local, foreign or other applicable
statute, law (common or otherwise), rule, regulation or
ordinance.  For avoidance of doubt, (A) any payment or benefit which
is a Vested Benefit shall not be considered a severance or similar payment or
benefit under this Section 12(a), and (B) the Program is not intended to, and
shall not, result in any duplication of payments or benefits to any
Participant.

       

      (b) No Right, Title, or Interest
in Company Assets.  Participants shall have no right, title, or
interest whatsoever in or to any assets of the Company or its Subsidiaries or
any investments that the Company or its Subsidiaries may make to aid it in
meeting its obligations under the Program.  Nothing contained in the
Program, and no action taken pursuant to its provisions, shall create or be
construed to create a trust of any kind, or a fiduciary relationship between the
Company or its Subsidiaries and any Participant, Beneficiary, legal
representative or any other person.  To the extent that any person
acquires a right to receive payments from the Company or a Subsidiary under the
Program, such right shall be no greater than the right of an unsecured general
creditor of the Company or the subject Subsidiary.  Subject to this
Section 12(b), all payments to be made hereunder shall be paid from the
general funds of the Company or its Subsidiaries and no special or separate fund
shall be established and no segregation of assets shall be made to assure
payment of such amounts.

       

      
        
           

        

        
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      (c) No Right to Continued
Employment.  The Participant’s rights, if any, to continue to
serve the Company or a Subsidiary as an employee shall not be enlarged or
otherwise affected by his/her designation as a Participant under the Program,
and the Company or the applicable Subsidiary reserves the right to terminate the
employment of any employee at any time.  The adoption of the Program
shall not be deemed to give any employee, or any other individual any right to
be selected as a Participant or to continued employment with the Company or any
Subsidiary.

       

      (d) Other
Rights.  The Program shall not affect or impair the rights or
obligations of the Company, its Subsidiaries or a Participant under any other
written plan, contract, arrangement, or pension, profit sharing or other
compensation plan.

       

      (e) Governing
Law.  The Program shall be governed by and construed in
accordance with the laws of the State of Texas without reference to principles
of conflict of laws, except as superseded by applicable federal law (including,
without limitation, ERISA).


      (f) Severability.  If
any term or condition of the Program shall be invalid or unenforceable to any
extent or in any application, then the remainder of the Program, with the
exception of such invalid or unenforceable provision (but only to the extent
that such term or condition cannot be appropriately reformed or modified), shall
not be affected thereby and shall continue in effect and application to its
fullest extent.

       

      (g) Incapacity.  If
the Committee determines that a Participant is unable to care for his/her
affairs because of illness or accident or because he or she is a minor, any
benefit due the Participant may be paid to the Participant’s spouse or to any
other person deemed by the Committee to have incurred expense for such
Participant (including a duly appointed guardian, committee or other legal
representative), and any such payment shall be a complete discharge of the
Company’s or the subject Subsidiary’s obligations hereunder.

       

      (h) Transferability of
Rights.  The Company and its Subsidiaries shall have the
unrestricted right to transfer its obligations under the Program with respect to
one or more Participants to any person, including, but not limited to, any
purchaser of all or any part of the Company’s or any of its Subsidiaries’ assets
or business.  No Participant or Beneficiary shall have any right to
commute, encumber, transfer or otherwise dispose of or alienate any present or
future right or expectancy which the Participant or Beneficiary may have at any
time to receive payments of benefits hereunder, which benefits and the right
thereto are expressly declared to be non-assignable and nontransferable, except
to the extent required by law.  Any attempt to transfer or assign a
benefit, or any rights granted hereunder, by a Participant or the spouse of a
Participant shall, in the sole discretion of the Committee (after consideration
of such facts as it deems pertinent), be grounds for terminating any rights of
the Participant or Beneficiary to any portion of the Program benefits not
previously paid.

       

      (i) Interest.  In
the event any payment to a Participant under the Program is not paid within
thirty (30) days after it is due and Participant notifies the Company and the
Company fails to make such payment (to the extent such payment is undisputed),
such payment shall thereafter bear interest at the prime rate from time to time
as published in The Wall Street Journal, Midwest Edition; provided, however,
that no interest shall accrue to the extent, and during the period that, any
payment to a “specified employee,” within the meaning of Code Section 409A, is
subject to a delay required to comply with Code Section 409A.

       

      
        
           

        

        
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      (j) No Obligation to Mitigate
Damages.  The Participants shall not be obligated to seek other
employment in mitigation of amounts payable or arrangements made under the
provisions of the Program and the obtaining of any such other employment shall
in no event effect any reduction of the Company’s or its Subsidiaries’
obligations under the Program.

       

      (k) Forum.  Any
suit brought under the Program shall be brought in the federal court for Tarrant
County, Texas.


      (l) Condition Precedent to
Receipt of Payments or Benefits under the Program.  A
Terminated Participant will not be eligible to receive Severance Benefits or any
other payments or benefits under the Program until (i) such Terminated
Participant executes a confidentiality, nonsolicitation and general release
agreement (the “Agreement”) containing, among other items, a general release of
all claims arising out of said Participant’s employment with, and termination of
employment from, the Company or the subject Subsidiary in substantially the form
attached hereto as Exhibit A (adjusted as necessary to conform to then existing
legal requirements); and (ii) the revocation period specified in the Agreement
expires without such Terminated Participant exercising his/her right of
revocation as set forth in the Agreement.

       

      (m) Assumption by Successor to
the Company.  The Company shall cause any successor to its
business or assets to assume this Program and the obligations arising hereunder
and to maintain this Program without modification or alteration for the period
required herein.

       


      
        
           


        

        
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      BENEFITS SCHEDULE-
I

       

      (CEO)

       

      
        	
                Participant

              	
                Company’s
      Chief Executive Officer

              
	
                Severance
      Period (applicable during Retention Period)

              	
                18
      months, plus an additional 1 month per completed year of service with the
      Company and/or its Subsidiaries, up to a maximum Severance Period of 24
      months

              
	
                Outplacement
      Assistance

              	
                A
      1 year program of outplacement assistance selected by the Company in its
      discretion

              


      

      


      Additional
Definition

       

      “Good
Reason” shall mean:

       

      (a) any
significant adverse reduction in the Participant’s annual cash compensation
opportunity expressed in terms of base salary and target annual bonus which is
in effect immediately prior to the Effective Date (and as increased from time to
time thereafter), except as part of a general reduction in the total
compensation opportunities of the Company’s senior executives; for purposes of
this definition of Good Reason, a “significant adverse reduction” shall solely
mean a reduction of the Participant’s annual cash compensation opportunity by at
least ten percent (10%) taken at one time or cumulatively after the Effective
Date; or

       

      (b) the
material reduction or material adverse modification of the Participant’s
authority or duties, such as a substantial diminution or adverse modification in
the Participant’s status or responsibilities, from his/her authorities being
exercised and duties being performed by the Participant immediately prior to the
Effective Date (and as such authorities and duties may be increased from time to
time after the Effective Date).

       

      Notwithstanding
the foregoing, any of the circumstances described above may not serve as a basis
for resignation for “Good Reason” by the Participant unless the Participant has
provided written notice to the Company that such circumstance exists within
thirty (30) days of the Participant’s learning of such circumstance and the
Company has failed to cure such circumstance within thirty (30) days following
such notice; and provided further, the Participant did not previously consent to
the action leading to his/her claim of resignation for “Good
Reason.”

       

      
        
           

        

        
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      Severance
Benefits

       

      If,
during the Retention Period, Participant’s employment with the Company shall
terminate under circumstances described in Section 5, Participant shall receive
the following Severance Benefits:

       

      (a) The
Company agrees to pay Participant severance pay in the form of salary
continuation for the Severance Period determined using Participant’s base salary
as of the Termination Date (disregarding any reduction constituting Good
Reason);

       

      (b) The
Company agrees to provide the Participant for 1 year (the “Outplacement Period”)
from the Participant’s last date of employment an outplacement program selected
by the Company in its discretion; and

       

      (c) The
Company agrees to pay Participant the monthly premium under the Company’s health
and welfare plans then in effect for coverage obtained thereunder pursuant to
Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for the
Outplacement Period in lieu of continuing employee benefits and/or
perquisites.  Said amount shall be paid regardless of whether
Participant maintains COBRA coverage.

       

      Payments
and assistance relating to (a), (b) and (c) will begin on the Company’s next
Payroll Date which is at least eight days following the later of the effective
date of the General Release or the date the General Release is received by the
Vice President – Compensation and Benefits or, in the alternative, the Vice
President – Human Resources of the Company on behalf of the Company, but in any
event within 75 days following the Participant’s Termination
Date.  The amount of the first payment, however, will be retroactive
to the day following Participant’s Termination Date.

       

      Each
individual payment provided for in (a) is intended to be a separate payment and
not a stream of payments for the purposes of Code Section 409A and are intended
to be exempt from Section 409A under the short-term deferral and separation pay
plan exemption to the fullest extent possible.  To the extent any such
payment is non-qualified deferred compensation subject to Code Section 409A
(“Section 409A Deferred Compensation”), it shall be paid only to the extent of
the Participant’s “separation from service,” within the meaning of Code Section
409A. If the Participant is a “specified employee,” within the meaning of Code
Section 409A as of the Participant’s separation from service, any Section 409A
Deferred Compensation that would otherwise be payable to the Participant during
the six-month period following the Participant’s separation from service shall
accrue and shall instead be paid on the first business day of the seventh month
following the separation from service, or the date of the Participant’s death,
if earlier.

       

      In the
event of death, all Severance Benefits (other than the value of outplacement
assistance), that have become payable prior to the date of death shall be paid
to the Participant’s Beneficiary in accordance with the same schedule otherwise
contemplated
hereunder to the extent the Severance Benefits constitute Section 409A Deferred
Compensation.

       

      Notwithstanding
anything contained in the Program to the contrary, the Company shall pay all
Vested Benefits to a Terminated Participant as soon as practicable following the
Termination Date, but in any event within 75 days following the Termination
Date; 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.

       

      
        
           

        

        
          I-2

          
            

          

        

        
           

        

      

       

      Notwithstanding
anything contained in the Program to the contrary, the Company or the Committee
may, in its sole discretion provide benefits in addition to the benefits
described under this Benefit Schedule, which benefits may, but are not required
to be, uniform among Participants, provided the benefits are paid pursuant to
programs that are exempt from or comply with Code Section 409A.

       

      



      
        
          
            
              	 
    	
                       

                    	 
    


            

            


          

           


        

        
          I-3

          
            

          

        

        
           


        

      


      BENEFITS SCHEDULE
II

       

      (Executive
Vice President Group)

       

      
        	
                Participant

              	
                Executive
      Vice Presidents of the Company

              
	
                Severance
      Period (applicable during Retention Period)

              	
                18
      months, plus an additional 1 month per completed year of service with the
      Company and/or its Subsidiaries, up to a maximum Severance Period of 24
      months

              
	
                Outplacement
      Assistance

              	
                A
      1 year program of outplacement assistance selected by the Company in its
      discretion

              


      

      


      Additional
Definition

       

      “Good
Reason” shall mean:

       

      (a) any
significant adverse reduction in the Participant’s annual cash compensation
opportunity expressed in terms of base salary and target annual bonus which is
in effect immediately prior to the Effective Date (and as increased from time to
time thereafter), except as part of a general reduction in the total
compensation opportunities of the Company’s senior executives; for purposes of
this definition of Good Reason, a “significant adverse reduction” shall solely
mean a reduction of the Participant’s annual cash compensation opportunity by at
least ten percent (10%) taken at one time or cumulatively after the Effective
Date; or

       

      (b) the
material reduction of the Participant’s authority or duties, such as a
substantial diminution in the Participant’s status or responsibilities, from
his/her authorities being exercised and duties being performed by the
Participant immediately prior to the Effective Date (and as such authorities and
duties may be increased due to promotions from time to time after the Effective
Date).

       

      Notwithstanding
the foregoing, any of the circumstances described above may not serve as a basis
for resignation for “Good Reason” by the Participant unless the Participant has
provided written notice to the Company that such circumstance exists within
thirty (30) days of the Participant’s learning of such circumstance and the
Company has failed to cure such circumstance within thirty (30) days following
such notice; and provided further, the Participant did not previously consent to
the action leading to his/her claim of resignation for “Good
Reason.”

       


      
        
          
            
              	 
    	
                       

                    	 
    


            

            


          

           


        

        
          II-1

          
            

          

        

        
           


        

      

       

      Severance
Benefits

       

      If,
during the Retention Period, Participant’s employment with the Company shall
terminate under circumstances described in Section 5, Participant shall receive
the following Severance Benefits:

       

      (a) The
Company agrees to pay Participant severance pay in the form of salary
continuation for the Severance Period determined using Participant’s base salary
as of the Termination Date (disregarding any reduction constituting Good
Reason);

       

      (b) The
Company agrees to provide the Participant for 1 year (the “Outplacement Period”)
from the Participant’s last date of employment an outplacement program selected
by the Company in its discretion; and

       

      (c) The
Company agrees to pay Participant the monthly premium under the Company’s health
and welfare plans then in effect for coverage obtained thereunder pursuant to
Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for the
Outplacement  Period in lieu of continuing employee benefits and/or
perquisites.  Said amount shall be paid regardless of whether
Participant maintains COBRA coverage.

       

      Payments
and assistance relating to (a), (b) and (c) will begin on the Company’s next
Payroll Date which is at least eight days following the later of the effective
date of the General Release or the date the General Release is received by the
Vice President – Compensation and Benefits or, in the alternative, the Vice
President – Human Resources of the Company on behalf of the Company, but in any
event within 75 days following the Participant’s Termination
Date.  The amount of the first payment, however, will be retroactive
to the day following Participant’s Termination Date.

       

      Each
individual payment provided for in (a) is intended to be a separate payment and
not a stream of payments for the purposes of Code Section 409A and are intended
to be exempt from Section 409A under the short-term deferral and separation pay
plan exemption to the fullest extent possible.  To the extent any such
payment is non-qualified deferred compensation subject to Code Section 409A
(“Section 409A Deferred Compensation”), it shall be paid only to the extent of
the Participant’s “separation from service,” within the meaning of Code Section
409A. If the Participant is a “specified employee,” within the meaning of Code
Section 409A as of the Participant’s separation from service, any Section 409A
Deferred Compensation that would otherwise be payable to the Participant during
the six-month period following the Participant’s separation from service shall
accrue and shall instead be paid on the first business day of the seventh month
following the separation from service, or the date of the Participant’s death,
if earlier.

       

      In the
event of death, all Severance Benefits (other than the value of outplacement
assistance), that have become payable prior to the date of death shall
be

       


      
        
          
            
              	 
    	
                       

                    	 
    


            

            


          

           


        

        
          II-2

          
            

          

        

        
           


        

      


      paid to
the Participant’s Beneficiary in accordance with the same schedule otherwise
contemplated hereunder to the extent the Severance Benefits constitute Section
409A Deferred Compensation.

       

      Notwithstanding
anything contained in the Program to the contrary, the Company shall pay all
Vested Benefits to a Terminated Participant as soon as practicable following the
Termination Date, but in any event within 75 days following the Termination
Date; 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.

       

      Notwithstanding
anything contained in the Program to the contrary, the Company or the Committee
may, in its sole discretion provide benefits in addition to the benefits
described under this Benefit Schedule, which benefits may, but are not required
to be, uniform among Participants, provided the benefits are paid pursuant to
programs that are exempt from or comply with Code Section 409A.

       


      
        
          
            
              	 
    	
                       

                    	 
    


            

            


          

           


        

        
          II-3

          
            

          

        

        
           


        

      


      BENEFITS SCHEDULE
III

       

      (Senior
Vice President Group)

       

      
        	
                Participant

              	
                Senior
      Vice Presidents of the Company

              
	
                Severance
      Period (applicable during Retention Period)

              	
                12
      months, plus an additional 2 weeks per completed year of service with the
      Company and/or its Subsidiaries, up to a maximum Severance Period of 18
      months

              
	
                Outplacement
      Assistance

              	
                A
      9 month program of outplacement assistance selected by the Company in its
      discretion

              


      

      


      


      Additional
Definition

       

      “Good
Reason” shall mean any significant adverse reduction in the Participant’s annual
cash compensation opportunity expressed in terms of base salary and target
annual bonus which is in effect immediately prior to the Effective Date (and as
increased from time to time thereafter), except as part of a general reduction
in the total compensation opportunities of the Company’s senior executives; for
purposes of this definition of Good Reason, a “significant adverse reduction”
shall solely mean a reduction to a position grade below the position grade
applicable to the Participant immediately prior to the Effective
Date.

       

      Notwithstanding
the foregoing, any of the circumstances described above may not serve as a basis
for resignation for “Good Reason” by the Participant unless the Participant has
provided written notice to the Company that such circumstance exists within
thirty (30) days of the Participant’s learning of such circumstance and the
Company has failed to cure such circumstance within thirty (30) days following
such notice; and provided further, the Participant did not previously consent to
the action leading to his/her claim of resignation for “Good
Reason.”

       

      Severance
Benefits

       

      If,
during the Retention Period, Participant’s employment with the Company shall
terminate under circumstances described in Section 5, Participant shall receive
the following Severance Benefits:

       

      (a) The
Company agrees to pay Participant severance pay in the form of salary
continuation for the Severance Period determined using Participant’s base salary
as of the Termination Date (disregarding any reduction constituting Good
Reason);

         

      

       


      
        
          
            
              	 
    	
                       

                    	 
    


            

            


          

           


        

        
          III-1

          
            

          

        

        
           


        

      

       

      (b) The
Company agrees to provide the Participant for 9 months (the “Outplacement
Period”) from the Participant’s last date of employment an outplacement program
selected by the Company in its discretion; and

       

      (c) The
Company agrees to pay Participant the monthly premium under the Company’s health
and welfare plans then in effect for coverage obtained thereunder pursuant to
Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for the
Outplacement Period in lieu of continuing employee benefits and/or
perquisites.  Said amount shall be paid regardless of whether
Participant maintains COBRA coverage.

       

      Payments
and assistance relating to (a), (b) and (c) will begin on the Company’s next
Payroll Date which is at least eight days following the later of the effective
date of the General Release or the date the General Release is received by the
Vice President – Compensation and Benefits or, in the alternative, the Vice
President – Human Resources of the Company on behalf of the Company, but in any
event within 75 days following the Participant’s Termination
Date.  The amount of the first payment, however, will be retroactive
to the day following Participant’s Termination Date.

       

      Each
individual payment provided for in (a) is intended to be a separate payment and
not a stream of payments for the purposes of Code Section 409A and are intended
to be exempt from Section 409A under the short-term deferral and separation pay
plan exemption to the fullest extent possible.  To the extent any such
payment is non-qualified deferred compensation subject to Code Section 409A
(“Section 409A Deferred Compensation”), it shall be paid only to the extent of
the Participant’s “separation from service,” within the meaning of Code Section
409A. If the Participant is a “specified employee,” within the meaning of Code
Section 409A as of the Participant’s separation from service, any Section 409A
Deferred Compensation that would otherwise be payable to the Participant during
the six-month period following the Participant’s separation from service shall
accrue and shall instead be paid on the first business day of the seventh month
following the separation from service, or the date of the Participant’s death,
if earlier.

       

      In the
event of death, all Severance Benefits (other than the value of outplacement
assistance), that have become payable prior to the date of death shall be paid
to the Participant’s Beneficiary in accordance with the same schedule otherwise
contemplated hereunder to the extent the Severance Benefits constitute Section
409A Deferred Compensation.

       

      Notwithstanding
anything contained in the Program to the contrary, the Company shall pay all
Vested Benefits to a Terminated Participant as soon as practicable following the
Termination Date, but in any event within 75 days following the Termination
Date; 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.

         

        Notwithstanding
anything contained in the Program to the contrary, the Company or the Committee
may, in its sole discretion provide benefits in addition to the benefits
described under this Benefit Schedule, which benefits may, but are not required
to be, uniform among Participants, provided the benefits are paid pursuant to
programs that are exempt from or comply with Code Section
409A.

      

       


      
        
          
            
              	 
    	
                       

                    	 
    


            

            


          

           


        

        
          III-2

          
            

          

        

        
           


        

      


      BENEFITS SCHEDULE
IV

       

      (Vice
President Group, Assistant Secretary and Assistant Treasurer)

       

      
        	
                Participant

              	
                Vice
      Presidents, Assistant Secretaries and Assistant Treasurers of the
      Company

              
	
                Severance
      Period (applicable during Retention Period)

              	
                6
      months, plus an additional 2 weeks per completed year of service with the
      Company and/or its Subsidiaries, up to a maximum Severance Period of 12
      months

              
	
                Outplacement
      Assistance

              	
                A
      6 month program of outplacement assistance selected by the Company in its
      discretion

              


      

      


      


      Additional
Definition

       

      “Good
Reason” shall mean any significant adverse reduction in the Participant’s annual
cash compensation opportunity expressed in terms of base salary and target
annual bonus which is in effect immediately prior to the Effective Date (and as
increased from time to time thereafter), except as part of a general reduction
in the total compensation opportunities of the Company’s senior executives; for
purposes of this definition of Good Reason, a “significant adverse reduction”
shall solely mean a reduction to a position grade below the position grade
applicable to the Participant immediately prior to the Effective
Date.

       

      Notwithstanding
the foregoing, any of the circumstances described above may not serve as a basis
for resignation for “Good Reason” by the Participant unless the Participant has
provided written notice to the Company that such circumstance exists within
thirty (30) days of the Participant’s learning of such circumstance and the
Company has failed to cure such circumstance within thirty (30) days following
such notice; and provided further, the Participant did not previously consent to
the action leading to his/her claim of resignation for “Good
Reason.”

       

      Severance
Benefits

       

      If,
during the Retention Period, Participant’s employment with the Company shall
terminate under circumstances described in Section 5, Participant shall receive
the following Severance Benefits:

       

      (a) The
Company agrees to pay Participant severance pay in the form of salary
continuation for the Severance Period determined using Participant’s base salary
as of the Termination Date (disregarding any reduction constituting Good
Reason);

       


      
        
          
            
              	 
    	
                       

                    	 
    


            

            


          

           


        

        
          IV-1

          
            

          

        

        
           


        

      

       

      (b) The
Company agrees to provide the Participant for 6 months (the “Outplacement
Period”) from the Participant’s last date of employment an outplacement program
selected by the Company in its discretion; and

       

      (c) The
Company agrees to pay Participant the monthly premium under the Company’s health
and welfare plans then in effect for coverage obtained thereunder pursuant to
Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for the
Outplacement Period in lieu of continuing employee benefits and/or
perquisites.  Said amount shall be paid regardless of whether
Participant maintains COBRA coverage.

       

      Payments
and assistance relating to (a), (b) and (c) will begin on the Company’s next
Payroll Date which is at least eight days following the later of the effective
date of the General Release or the date the General Release is received by the
Vice President – Compensation and Benefits or, in the alternative, the Vice
President – Human Resources of the Company on behalf of the Company, but in any
event within 75 days following the Participant’s Termination
Date.  The amount of the first payment, however, will be retroactive
to the day following Participant’s Termination Date.

       

      Each
individual payment provided for in (a) is intended to be a separate payment and
not a stream of payments for the purposes of Code Section 409A and are intended
to be exempt from Section 409A under the short-term deferral and separation pay
plan exemption to the fullest extent possible.  To the extent any such
payment is non-qualified deferred compensation subject to Code Section 409A
(“Section 409A Deferred Compensation”), it shall be paid only to the extent of
the Participant’s “separation from service,” within the meaning of Code Section
409A. If the Participant is a “specified employee,” within the meaning of Code
Section 409A as of the Participant’s separation from service, any Section 409A
Deferred Compensation that would otherwise be payable to the Participant during
the six-month period following the Participant’s separation from service shall
accrue and shall instead be paid on the first business day of the seventh month
following the separation from service, or the date of the Participant’s death,
if earlier.

       

      In the
event of death, all Severance Benefits (other than the value of outplacement
assistance), that have become payable prior to the date of death shall be paid
to the Participant’s Beneficiary in accordance with the same schedule otherwise
contemplated hereunder to the extent the Severance Benefits constitute Section
409A Deferred Compensation.

       

      Notwithstanding
anything contained in the Program to the contrary, the Company shall pay all
Vested Benefits to a Terminated Participant as soon as practicable following the
Termination Date, but in any event within 75 days following the Termination
Date; 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.

         

        Notwithstanding
anything contained in the Program to the contrary, the Company or the Committee
may, in its sole discretion provide benefits in addition to the benefits
described under this Benefit Schedule, which benefits may, but are not required
to be, uniform among Participants, provided the benefits are paid pursuant to
programs that are exempt from or comply with Code Section
409A.

      

       


      
        
          
            
              	 
    	
                       

                    	 
    


            

            


          

           


        

        
          IV-2

          
            

          

        

        
           


        

      



      EXHIBIT
A

       

      FORM OF

       

      CONFIDENTIALITY,
NONSOLICITATION AND GENERAL RELEASE

       

       AGREEMENT

       

      This
Confidentiality, Nonsolicitation and General Release Agreement (this
“Agreement”), dated ___________, 20__ is between RadioShack Corporation, a
Delaware corporation (“RadioShack”), 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 RadioShack.

       

      a. Effective
_______, 20__ (the “Effective Date”), Participant is terminated and separated
from his/her position as ____________________________________________ of
RadioShack, and Participant thereby relinquishes and resigns from all officer
and director positions, all other titles, and all authorities with respect to
RadioShack or any affiliated entity of RadioShack and shall be deemed terminated
and separated from employment with RadioShack for all purposes. On the Effective
Date, (i) Participant’s salary and benefits from RadioShack shall cease to
accrue, and he/she shall cease to be able to contribute to any employee benefit
plans or programs, and (ii) Participant will return to RadioShack all
company-issued RadioShack property, including all Confidential Information
described in Section 3. below.

       

      b. As
consideration to Participant for this Agreement, RadioShack agrees to pay
Participant severance payments and benefits in accordance with the Applicable
Benefits Schedule for Participant in the RadioShack Officers’ Severance Program
(the “Program”); provided, however, Executive 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 Program (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 Program.

       

      2. Covenants
Not to Solicit or Interfere.

       

      a. During
the period of time equal to the Severance Period (determined in accordance with
the Applicable Benefits Schedule for Participant (both as defined in
RadioShack’s Officers’ Severance Program (the “Program”))) if and only if
Participant is receiving severance payments and benefits under the Program,
Participant shall not,

       


      
        
          
             

          

           


        

        
          A-1

          
            

          

        

        
           


        

      


      either
directly or indirectly, within the United States of America or any country of
the world in which RadioShack 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:

       

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

       

      ii. solicit
or attempt to solicit RadioShack’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 RadioShack as of the date of Participant’s
separation from RadioShack.  For purposes of this Agreement, existing
customers shall mean those persons or firms that RadioShack 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 RadioShack has
solicited and/or negotiated to sell RadioShack’s products, articles, parts,
supplies, accessories or services to within the twelve (12) months preceding
Participant’s separation from RadioShack.

       

      b. Participant
acknowledges that RadioShack 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
RadioShack’s business, property, products, services, operations, sales,
prospects, research, customers, business relationships, business plans and
finances.

       

      b. Participant
acknowledges that while employed at RadioShack, Participant has had access to
Confidential Information.  Participant further acknowledges that the
Confidential Information is of great value to RadioShack and that its improper
disclosure will cause RadioShack 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 RadioShack’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
RadioShack.  Participant acknowledges that all Confidential
Information was revealed to Participant in trust, based solely upon the
confidential employment relationship then existing between RadioShack and
Participant.  Participant agrees: (1) that all writings or other
records concerning Confidential Information are the sole and exclusive property
of RadioShack; (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 RadioShack’s sole and exclusive property; (3) that, upon
execution of this Agreement, or upon request of RadioShack at any time,
Participant shall deliver to RadioShack 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 use, or
take the originals or copies of such from the offices of RadioShack; and (5)
that Participant will not, at any time, publish,

       


      
        
          
             

          

           


        

        
          A-2

          
            

          

        

        
           


        

      


      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 RadioShack any confidential information or trade
secrets of former employers or other entities Participant has been associated
with.

       

      4. Non-Disparagement.  Each
of Participant and RadioShack (for purposes hereof, “RadioShack” shall mean only
(i) RadioShack 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 RadioShack, 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 RadioShack and that money
damages alone would be inadequate to compensate it.  Upon a breach or
threatened breach by Participant of any of this Agreement, RadioShack 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
RadioShack 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 RadioShack, 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 RadioShack, 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;

      


      
        
          
             

          

           


        

        
          A-3

          
            

          

        

        
           


        

      


       

      ●           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
effective date hereof with regard to his/her service as an officer of
RadioShack; (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 RadioShack or under COBRA, and benefits which must be
provided to Participant pursuant to the terms of any employee benefit
plan of RadioShack; (iii) Participant’s rights under the provisions of
RadioShack’s Officers’ Severance Program 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;

         

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

      

       


      
        
          
             

          

           


        

        
          A-4

          
            

          

        

        
           


        

      


       

      (iii)           Participant
has been advised and directed orally and in writing (and this subparagraph (c)
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 RadioShack, 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 RadioShack.  Also, to the extent Participant
incurs travel or other expenses with respect to such activities, RadioShack will
reimburse his/her for such reasonable expenses documented and approved in
accordance with RadioShack’s then current travel policy.

      


      
        
          
             

          

           


        

        
          A-5

          
            

          

        

        
           


        

      


      8. No Admission.  This Agreement
shall not in any way be construed as an admission by RadioShack of any act of
discrimination or other unlawful act whatsoever against Participant or any other
person, and RadioShack 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.

      
      

       

      
        	 	 RADIOSHACK:
	 	 
	 	 RadioShack Corporation,
      for iteselt and its subsidiaries
	 	 
	 	 By: 
      _______________________________________
	 	 Its: 
      _______________________________________
	 	 
	 	 PARTICIPANT:
	 	            
       _____________________________________
	 	 Name: 
      _____________________________________
	 	 


      

       

       

      A-6