exhibit1058.htm


    Exhibit
10.58

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    THIRD
AMENDED AND RESTATED

    


    RADIOSHACK
2004 DEFERRED STOCK UNIT PLAN

    


    FOR
NON-EMPLOYEE DIRECTORS

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    Effective
Date of Third Amendment and Restatement:  December 31,
2008


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    


     

    
      	 ARTICLE ONE – NAME AND
      PURPOSE                                                                                                                                                                        	
               

            


    

      Page No.

    
      
        
          
            	 1.1	 Name	
                     1

                  
	 1.2	 Purpose	
                     1

                  


          

        

      

       

    

    
      	
               ARTICLE TWO –
      DEFINITIONS 

            	 


    

     

    
      
        	 2.1	 Beneficiary	
                 1

              
	 2.2	 Board of
    Directors	
                 1

              
	 2.3	 Business Day	
                 1

              
	 2.4	 Change in
    Control	
                 1

              
	 2.5	 Code	 3
	
                 2.6

              	 Commitee	 3
	 2.7	 Common Stock	 3
	 2.8	 Company	 3
	 2.9	 Consent	 3
	 2.10	 Date of Grant	 4
	 2.11	 Deferred Stock
      Unit	 4
	 2.12	 Deferred Stock Unit
      Agreement	 4
	 2.13	 Director	 4
	 2.14	 Distributed
    Stock	 4
	 2.15	 Effective Date	 4
	 2.16	 Eligible
    Director	 4
	 2.17	 Fair Market
    Value	 4
	 2.18	 Grant	 4
	 2.19	 Grantee	 5
	 2.20	 New Director	 5
	 2.21	 Normal Retirement
      Date	 5
	 2.22	 Payment Event	 5
	 2.23	 Plan	 5
	 2.24	 Plan Action	 5
	 2.25	 Plan Year	 5
	 2.26	 Rule 16b-3	 5
	 2.27	 Stockholder	 5
	 2.28	 Subsidiary	 5
	 2.29	 Termination of
      Directorship	 5


      

       

    

    
      
        	 ARTICLE THREE –
      ADMINISTRATION 	 


      

       

    

    
      
        	 3.1	 Plan
      Administration	 5
	 3.2	 Powers and Duties of the
      Committee	 6
	 3.3	 Governance of the
      Committee	 6
	 3.4	 Limitation of
      Liability	 6
	 3.5	 Administrative Plan
      Years	 6
	 3.6	 Compliance with Code
      Section 409A	 6


      

       

    

    
      
        	 ARTICLE FOUR –
      PARTICIPATION 	 


      

       

    

    
      
        	 4.1	 Participation	 6
	 4.2	 Grantees	 6


      

       

    

    
      
        	 ARTICLE FIVE – STOCK AVAILABLE
      FOR GRANTS 	 


      

       

    

    
      
        	 5.1	 Available
Stock	 7
	 5.2	 Source of
Stock	 7


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

         

      

    

    
      
        	 ARTICLE SIX – DEFERRED
      STOCK UNIT GRANTS 	 


      

       

    

    
      
        	 6.1	 Granting of Deferred
      Stock Units	 7
	 6.2	 Deferred Stock Unit
      Agreements	 7
	 6.3	 Vesting of Deferred
      Stock Units	 8
	 6.4	 Stockholder
    Rights	 8
	 6.5	 Dividend
      Equivalents	 8


      

       

    

    
      
        	 ARTICLE SEVEN –
      RESTRICTIONS ON DEFERRED STOCK
      UNITS 	 


      

       

    

    
      
        	 7.1	 Transfer
      Restrictions	 9
	 7.2	 Other
    Restrictions	 9


      

       

    

    
      
        	 ARTICLE EIGHT –
      PAYMENT OF COMMON STOCK 	 


      

       

    

    
      
        	 8.1	 Vested Deferred Stock
      Units	 9
	 8.2	 (RESERVED)	 9
	 8.3	 Deliver of Distributed
      Stock	 9
	 8.4	 Acceleration or Delay of
      Payments	 10


      

       

    

    
      
        	 ARTICLE NINE –
      BENEFICIARY DESIGNATION 	 


      

       

    

    
      
        	 9.1	 Procedures for
      Beneficiary Designation	 10
	 9.2	 Default
      Beneficiaries	 10


      

       

    

    
      
        	 ARTICLE TEN –
      AMENDMENTS 	 


      

       

    

    
      
        	 10.1	 Plan May Be
      Amended	  10
	 10.2	 Limitations on Plan
      Amendment	 
   10


      

       

    

    
      
        	 ARTICLE ELEVEN –
      TERMINATION 	 


      

       

    

    
      
        	 11.1	 Plan
    Termination	 10


      

       

    

    
      
        	 ARTICLE TWELVE –
      MISCELLANEOUS 	 


      

       

    

    
      
        	 12.1	 Consents	 11
	 12.2	 Other Payments or
      Awards	 11
	 12.3	 Section
    Headings	 11
	 12.4	 Number	 11
	 12.5	 Waiver	 11
	 12.6	 Governing Law	 11
	 12.7	 Participant
    Rights	 11
	 12.8	 Code Section
    409A	 11


      

       

    

    



    
      
         


      

      
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    ARTICLE
ONE

    NAME AND PURPOSE

    


    1.1           Name. The name of this Plan
shall be the RadioShack 2004 Deferred Stock Unit Plan for Non-Employee
Directors.  The Company hereby amends and restates, effective as of
December 31, 2008, the Plan in order to satisfy the requirements of section 409A
of the Code.

    


    The Company 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 Company 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.

    


    1.2           Purpose. The Plan is
maintained to advance the interests of the Company and its Stockholders by
affording to Eligible Directors of the Company an opportunity to acquire or
increase their proprietary interest in the Company, thereby aligning their
interests with Stockholders, and increasing their incentive for enhancing
Stockholder value.  Grants of Deferred Stock Units pursuant to the
Plan to Eligible Directors shall be in lieu of option grants to Eligible
Directors pursuant to the Company’s 1997, 1999 and 2001 Incentive Stock
Plans.

    


    ARTICLE
TWO

    DEFINITIONS

    


    2.1           Beneficiary.  “Beneficiary'' means
the person, persons, entity or entities so designated, or deemed to be
designated, by a Grantee pursuant to Article Nine.

    


    2.2           Board of Directors.  “Board of Directors''
means the Board of Directors of the Company, as constituted from time to
time.

    


    2.3           Business
Day.  “Business Day” means each Monday through Friday in which
national banks located in the State of Texas are open for business.

    


    2.4           Change in Control.   ‘‘Change in Control’’
shall mean the occurrence during the term of the Plan and during the term of any
Deferred Stock Unit issued under the Plan of:

    


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

    


    A “Non-Control
Acquisition” shall mean an acquisition by (i) an employee benefit plan (or a
trust forming a part thereof) maintained by (A) the Company or (B) any
corporation or other Person of which a majority of its voting power or its
voting equity securities or equity 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 June 1, 2004, are members of the Board (the “Incumbent
Board”), cease for any reason to constitute at least two-thirds of the Board;
provided, 

    


    
      
         


      

      
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    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 

    


    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



    
      
         


      

      
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    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 8.1(b), a Change in Control shall occur with
respect to a Grantee 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.

    


    2.5           Code.  “Code'' means the
Internal Revenue Code of 1986, as amended, and any lawful regulations or
pronouncements thereunder. 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.

    


    2.6           Committee.  “Committee'' means the
Management Development and Compensation Committee of the Board of Directors, as
constituted from time to time (including any successor committee under any
different name), which shall:

    


    (a)           consist
of at least three (3) Directors, each of whom shall be an “outside director'' of
the Company (within the meaning of Code Section 162(m)) and a “nonemployee
director'' of the Company (within the meaning of Rule 16b-3); and

    


    (b)           be
authorized by the Board to exercise all authority granted to it under this Plan
and any Board actions.

    


    2.7           Common Stock.  “Common Stock'' means
shares of common stock of RadioShack Corporation, with par value of one dollar
($1.00) per share.

    


    2.8           Company.  “Company'' means
RadioShack Corporation, a Delaware corporation, or any corporation or entity
that is a successor to RadioShack Corporation or substantially all of the assets
of RadioShack Corporation, that assumes the obligations of RadioShack
Corporation under this Plan by operation of law or otherwise.

    


    2.9           Consent.   The term “Consent''
means, with respect to any Plan Action, (i) any and all listings, registrations
or qualifications in respect thereof upon
any
securities exchange or under any federal, state or local law, rule or
regulation; (ii) any and all written agreements and representations by the
Grantee with respect to the acquisition or disposition of shares of Common
Stock, or with respect to any other matter, which the Committee shall deem
necessary or desirable to comply with the terms of any such listing,
registration or qualification or to obtain an exemption from the requirement
that any such listing, qualification or registration be made; and (iii) any and
all consents, clearances and approvals by any governmental or other regulatory
bodies.

    
      
         


      

      
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    2.10           Date of Grant.  “Date of Grant'' means
the date the Committee makes a Grant to an Eligible Director as specified in the
Deferred Stock Unit Agreement.

    


    2.11           Deferred Stock Unit.  “Deferred Stock Unit''
means a deferred stock unit that has been granted to a Grantee in accordance
with, and subject to, the terms and conditions of this Plan.

    


    2.12           Deferred Stock Unit
Agreement.  “Deferred Stock Unit
Agreement'' means a written agreement executed by the Company and a Grantee
effecting, and establishing the terms and conditions of, a Grant of Deferred
Stock Units to such Grantee under this Plan.

    


    2.13           Director.  “Director'' means a
member of the Board of Directors.

    


    2.14           Distributed
Stock.  “Distributed Stock” shall have the meaning set forth in
Section 8.1.

    


    2.15           Effective Date. “Effective
Date'' means the effective date of the Plan which is December 31,
2008.

    


    2.16           Eligible Director.  “Eligible Director''
means a Director who is:

    


    (a)           not
a common law employee of the Company or any of its Subsidiaries;
and

    


    (b)           entitled
to participate in the Plan pursuant to Section 4.1.

    


    A Director who is
also a common law employee of the Company or any of its Subsidiaries shall, to
the extent permitted by law or the New York Stock Exchange rules, become
eligible to participate in this Plan only after termination of such
employment.

    
 

                 2.17       Fair Market Value.  “Fair Market Value” means on any date the
average of the high and low sales prices of the shares of Common Stock on such
date on the principal national securities exchange on which such Common Stock is
listed or admitted to trading, or if such Common Stock is not so listed or
admitted to trading, the arithmetic mean of the per share closing bid price of
the Common Stock and per share closing asked price of the Common Stock on such
date as quoted on the National Association of Securities Dealers Automated
Quotation System or such other market in which such prices are regularly quoted,
or, if there have been no published bid or asked quotations with respect to
shares of Common Stock on such date, the Fair Market Value shall be the value
established by the Board in good faith.

    


    2.18           Grant.  “Grant'' means a grant
of Deferred Stock Units which are nontransferable and subject to the terms and
conditions of this Plan and any related Deferred Stock Unit
Agreement.


    
      
         


      

      
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    2.19           Grantee.  “Grantee'' means an
Eligible Director to whom a Grant has been made in accordance with Article
Six.

    


    2.20           New Director.  “New
Director” means an Eligible Director who attends his or her initial meeting of
the Board of Directors on or after the Effective Date.

    


    2.21           Normal Retirement
Date.  “Normal Retirement Date” means the date on which the
Grantee mandatorily retires as a result of attaining “retirement age” under the
Company’s Corporate Governance Framework, which currently requires retirement
prior to the annual meeting of shareholders following his or her 72nd
birthday.

    


    2.22           Payment
Event.   “Payment Event” shall have
the meaning set forth in Section 8.1

    


    2.23           Plan.  “Plan'' means the
RadioShack 2004 Deferred Stock Unit Plan for Non-Employee Directors, as amended
from time to time.

    


    2.24           Plan Action.  Any
Grant under the Plan, the issuance of shares of Common Stock or other rights
under the Plan, or the taking of any other action under the Plan.

    


    2.25           Plan Year.  “Plan Year'' means the
twelve (12) month period beginning June 1 and ending on May 31.

    


    2.26             Rule 16b-3.  “Rule 16b-3'' means
Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended,
and any successor rule or rules with the same or similar purpose.

    


    2.27           Stockholder.  “Stockholder'' means an
individual or entity that owns one (1) or more shares of Common
Stock.

    


    2.28           Subsidiary. “Subsidiary''
means any entity in which the Company owns, directly or indirectly, stock or
other ownership interests possessing at least eighty percent (80%) or more of
the total combined voting power of all classes of stock or other ownership
interests entitled to vote or at least eighty percent (80%) of the total value
of shares of all classes of stock or other ownership interests of such entity as
determined pursuant to Code section 1563(a)(1), but only during the period any
such entity would be so defined.  “Subsidiary” also means a 100% owned
entity in which a check-the-box election under Code section 7701 has been
made.

    


    2.29           Termination of Directorship.
“Termination of Directorship'' means the termination of an individual's
status as a Director for any reason whatever, whether voluntarily or
involuntarily, including death of the Director.  For purposes of
Section 8.1(a), a “Termination of Directorship” will occur on the date of the
Director’s “separation from service” within the meaning of Code section
409A.

    


    ARTICLE
THREE

    ADMINISTRATION

    


    3.1           Plan Administration.  Unless otherwise
specified by the Board of Directors, this Plan shall be administered by the
Committee. The Board of Directors may, in its sole discretion, at any time and
from time to time, by an official action, resolve to administer the Plan
effective as of a date specified in such action. In the event


    
      
         


      

      
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     the Board of
Directors exercises its discretion to administer the Plan, all references to the
“Committee'' herein shall be deemed to be references to the “Board of
Directors.''

    


    3.2           Powers and Duties of the Committee.
The Committee shall have the sole and exclusive authority and discretion
to: (i) exercise all powers granted to it under the Plan and under any Board of
Directors’ action; (ii) construe, interpret, and implement the Plan, any
Deferred Stock Unit Agreement and related documents; (iii) cause the Company to
enter into Deferred Stock Unit Agreements with Eligible Directors (including,
but not limited to, the authority to prescribe the form of such Deferred Stock
Unit Agreements and the legend, if any, to be affixed to the certificates
representing such shares issued under this Plan); (iv) prescribe, amend and
rescind rules and interpretations relating to the Plan; (v) make all
determinations necessary or advisable in administering the Plan; (vi) correct
any defect, supply any omission and reconcile any inconsistency in or between
the Plan, any Deferred Stock Unit Agreement and related documents; and (vii)
designate one or more persons or agents to carry out any or all of its
administrative duties hereunder (provided that none of the duties required to be
performed by the Committee under Rule 16b-3, or Article Six below, may be
delegated to any other person or agent). The Company shall furnish the Committee
with such clerical and other assistance as is necessary for the performance of
the Committee's duties under this Plan.

    


    3.3           Governance of the Committee.
All actions of the Committee with respect to the Plan shall require the
affirmative vote of a majority of its members present at a meeting at which a
quorum is present (in person, telephonically, electronically or as otherwise
permitted by the Committee’s governing documents). The determination of the
Committee, in its sole and exclusive discretion, on all matters relating to the
Plan, any Deferred Stock Unit Agreement or related documents shall be
conclusive.

    


    3.4           Limitation of Liability. No
member of the Committee or any of its designees who are employees of the Company
shall be liable for any action or determination made in good faith with respect
to the Plan, any Deferred Stock Unit Agreement or related
documents.

    


    3.5           Administrative Plan Years.
The Plan shall be administered and operated on the basis of the Plan
Year.

    


    3.6           Compliance with Code Section
409A. The Plan is intended to comply with the requirements of Code
section 409A, to the extent applicable, and shall be interpreted and
administered accordingly.

    


    ARTICLE
FOUR

    PARTICIPATION

    


    4.1           Participation. All Eligible
Directors shall participate in the Plan and be eligible to receive Grants
pursuant to Article Six.

    


    4.2           Grantees. An Eligible
Director designated pursuant to Section 4.1 shall be deemed to be a Grantee upon
execution of a Deferred Stock Unit Agreement between such Eligible Director and
the Company in accordance with Article Six. An Eligible Director shall remain a
Grantee until such time as he or she no longer has any Deferred Stock Units
subject to the terms of this Plan or any Deferred Stock Unit
Agreement.


    
      
         


      

      
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    ARTICLE
FIVE

    STOCK AVAILABLE FOR GRANTS

    


    5.1           Available Stock. Deferred Stock Units
representing up to one million (1,000,000) shares of Common Stock may be granted
under this Plan. In the event that the number or kind of outstanding shares of
Common Stock of the Company shall be changed by reason of recapitalization,
reorganization, redesignation, merger, consolidation, stock split, stock
dividend, combination or exchange of shares, exchange for other securities, or
the like, the number and kind of Deferred Stock Units representing Common Stock
that may thereafter be issued under this Plan, along with any Deferred Stock
Units then outstanding, may be appropriately adjusted as determined by the
Committee so as to reflect such change. In accordance with (and without
limitation upon) the foregoing, Deferred Stock Units available under this Plan
and covered by Grants that expire, terminate, are forfeited or are canceled for
any reason whatever shall again become available for Grants under this
Plan.

    


    5.2           Source of Stock. The
Distributed Stock that may be issued under this Plan pursuant to Section 8.1
shall be made available from authorized and unissued shares or treasury shares
of Common Stock of the Company.

    


    ARTICLE
SIX

    DEFERRED STOCK UNIT GRANTS

    


    6.1           Granting of Deferred Stock
Units. 

    


    (a)           Each
New Director shall receive a one-time Grant of such number of Deferred Stock
Units that will equal the same number of shares of Company Common Stock that
have a Fair Market Value of $150,000 on the date such New Director attends his
or her initial meeting of the Board of Directors as a Director.

    


    (b)           On
the first Business Day in June of each Plan Year, each Eligible Director on such
date who has served as a Director for one year or more as of June 1 of such Plan
Year shall be Granted, on the first Business Day in June of each year, such
number of Deferred Stock Units that will equal the same number of shares of
Company Common Stock that have a Fair Market Value of $105,000 on such grant
date or such lesser amount as the Committee may determine.

    


    (c)           All
Grants shall be subject to the terms of this Plan, a Deferred Stock Unit
Agreement and such other terms and conditions as the Committee shall deem
necessary or appropriate.

    


    6.2           Deferred Stock Unit
Agreements.  The granting of
Deferred Stock Units to an Eligible Director under this Plan shall be contingent
on such Eligible Director executing a Deferred Stock Unit Agreement in the form
prescribed by the Committee. Each Deferred Stock Unit Agreement shall (i)
indicate the number of Deferred Stock Units granted to the Eligible Director;
(ii) indicate the effective date of the Grant; (iii) include provisions
reflecting the vesting of the Deferred Stock Units under this Plan; and (iv)
include any other terms, conditions or restrictions the Committee deems
necessary or appropriate.


    
      
         


      

      
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    6.3           Vesting of Deferred Stock
Units.

    


    (a)           The
Deferred Stock Units shall vest in three (3) equal amounts on the first, second
and third anniversaries of the Date of Grant, provided that the Grantee is an
Eligible Director on each such vesting date.

    


    (b)           Upon
the occurrence of a Payment Event, the Grantee shall forfeit to the Company,
without consideration therefor, all unvested Deferred Stock Units, and such
Deferred Stock Units shall be available for future Grants as provided in Section
5.1.

    


    (c)           Notwithstanding
the preceding, however, all unvested Deferred Stock Units held by a Grantee
shall immediately vest in the event of (i) a Change in Control, (ii) the death
of the Grantee, (iii) the date the Committee determines, in its sole discretion,
that the Grantee is totally disabled, (iv) the Grantee’s Normal Retirement Date,
or (v) the Grantee’s Termination of Directorship.

    


    6.4 Stockholder Rights. A Grantee
shall have no voting rights, dividend rights or any other rights as a
Stockholder with respect to any Deferred Stock Units granted to him or her under
this Plan.  In addition, a Grantee shall not have any rights as a
Stockholder with respect to any shares of Common Stock issuable pursuant to the
Deferred Stock Units until the date on which a stock certificate (or
certificates) representing such Common Stock is issued.

    


    
      	
               6.5  

            	
              Dividend
      Equivalents.  Notwithstanding Section 6.4
      above:

            


    

    


    (a) If on any date,
while the Grantee is an Eligible Director, the Company shall pay any dividend on
the Common Stock (other than a dividend payable in Common Stock), the number of
Deferred Stock Units credited to the Grantee (including any unvested Deferred
Stock Units) shall as of such payment date be increased by an amount equal to:
(x) the product of the number of Deferred Stock Units credited to the
Grantee  (including any unvested Deferred Stock Units) as of the
record date for such dividend multiplied by the per share amount of any dividend
(or, in the case of any dividend payable in property other than cash, the per
share value of such dividend, as determined in good faith by the Board), divided
by (y) the closing price of the Common Stock on the payment date for such
dividend.  Accounts shall be credited with fractional Deferred Stock
Units, rounded to the third decimal place.

    


    (b) If on any date,
while the Grantee is an Eligible Director, the Company shall pay any dividend on
Common Stock that is payable in Common Stock, the number of Deferred Stock Units
credited to the Grantee  (including any unvested Deferred Stock Units)
shall be increased by an amount equal to the product of: (x) the number of
Deferred Stock Units credited to the Grantee  (including any unvested
Deferred Stock Units) as of the record date for such dividend and (y) the number
of shares of Common Stock (including any fraction thereof) payable as a dividend
on a share of Common Stock.  Accounts shall be credited with
fractional Deferred Stock Units, rounded to the third decimal
place.

    


    (c) Deferred Stock
Units credited to Grantees in connection with a dividend on Common Stock
pursuant to Section 6.5(a) shall immediately vest.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    


    ARTICLE
SEVEN

     RESTRICTIONS ON DEFERRED STOCK UNITS

    


    7.1           Transfer Restrictions.  Deferred Stock Units
shall not be sold, assigned, exchanged, pledged, hypothecated, transferred or
otherwise disposed of.

    


    7.2           Other Restrictions. The
Committee may impose restrictions on Deferred Stock Units in addition to, or
different from, those described in this Plan, as it deems necessary or
appropriate. Grants to different Grantees may be made upon different terms with
different conditions or restrictions. Grants may vary from time to time and from
Grantee to Grantee.  The Committee may not materially increase the
benefits of any Grantee. Notwithstanding the foregoing, any conditions or
restrictions imposed on a grant of Deferred Stock Units shall, at all times,
comply with the requirements of Code section 409A, to the extent
applicable.

    


    ARTICLE
EIGHT

    PAYMENT OF COMMON STOCK

    


    8.1           Vested Deferred Stock Units.
Upon the earlier of

    


    (a)           thirty
(30) days after a Termination of Directorship or

    


    (b)           the
date of a Change in Control

    


    (such event
referred to as a “Payment Event”), then, subject to the terms of this Plan and
any applicable Deferred Stock Unit Agreement, the Company shall deliver, or
cause to be delivered, to the Grantee a number of shares of Common Stock equal
to the aggregate number of vested Deferred Stock Units credited to the Grantee
as of such date (including Deferred Stock Units vesting pursuant to Section
6.3(c) hereof) (the “Distributed Stock”). The Committee shall notify a Grantee
(or his or her Beneficiary, if applicable) of the occurrence of a Payment Event
within an administratively practicable time.  The Grantee shall
receive cash in lieu of the distribution of Common Stock for fractional Deferred
Stock Units, based on the closing price of the Common Stock on the date of
distribution of the Distributed Stock.

    


    Notwithstanding the foregoing, if a Grantee is
a “specified employee,” within the meaning of Code section 409A on the date of
his or her Termination of Directorship (as determined in accordance with the
methodology established by the Company as in effect on the date of Termination
of Directorship), then payment pursuant to Section 8.1(a) shall be made on the
first day of the seventh month following the date of Termination of Directorship
(or, if earlier, on the date of death of the Grantee) to the extent such delayed
payment is required in order to avoid a prohibited distribution under Section
409A(a)(2) of the Code.  In such event, the number of shares of Common
Stock and amount of cash delivered to the Grantee shall be determined as of the
date of payment.

    


    8.2           [RESERVED]

    


    8.3           Delivery of Distributed Stock.
 Upon the occurrence of a Payment Event, the Committee shall cause
the Distributed Stock to be issued to the Grantee. In the event of a
Grantee's death, such certificates shall be delivered to the Grantee's
Beneficiary, determined in accordance with Article Nine.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    


    8.4           Acceleration or Delay of
Payments. Notwithstanding anything in the Plan to the contrary, the
Committee, with the consent of the Grantees, may accelerate or delay the payment
of any benefits under the Plan under the circumstances, and to the extent,
permitted by Code section 409A.

    


    ARTICLE
NINE

    BENEFICIARY DESIGNATION

    


    9.1           Procedures for Beneficiary
Designation. A Grantee may designate a Beneficiary or Beneficiaries to
receive any shares of Distributed Stock or other amounts that become payable on
account of the Grantee's death, in such manner as the Committee may
require.

    


    9.2           Default Beneficiaries.  If a Grantee has not
designated a Beneficiary or Beneficiaries in accordance with Section 9.1, any
shares of Distributed Stock shall be distributed to the person or persons in the
first of the following classes in which there are any survivors of such
Grantee:

    


    (a)           his
or her spouse at the time of death;

    


    (b)           the
executor or administrator of his or her estate;

    


    (c)           his
or her issue per stirpes; and

    


    (d)           his
or her parents.

    


    ARTICLE
TEN

    AMENDMENTS

    


    10.1           Plan May Be Amended. Subject
to Section 10.2, the Board of Directors may amend this Plan for any reason and
at any time.

    


    10.2           Limitations on Plan Amendment.
Except as otherwise provided in Section 5.1, no amendment shall increase
the maximum number of shares of Common Stock that may be granted under this Plan
without the further approval of the Stockholders. Furthermore, any amendment to
this Plan meeting the definition of a “material revision'' (or any successor
definition) under the listing requirements of the New York Stock Exchange shall
be approved by the Stockholders as required by such listing
requirements.  The Board of Directors may also amend the Plan and any
awards under the Plan at any time, to the extent permitted under Code section
409A, including, without limitation, to comply with the requirements of any
applicable tax laws, securities laws, and other applicable state and federal
laws.  Anything to the contrary notwithstanding, no amendment to this
Plan shall materially and adversely modify or impair the then existing rights of
Grantees without such individual's written consent.

    


    ARTICLE
ELEVEN

    TERMINATION

    


    11.1           Plan Termination. Awards may
be made under this Plan until May 31, 2014.  Notwithstanding the
preceding, the Board of Directors may terminate this Plan for any reason, or no
reason, and at any time. Plan termination shall not materially and adversely
modify or impair the then existing rights of Grantees without such individual's
written consent.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    
      ARTICLE
TWELVE

    

    MISCELLANEOUS

    


    12.1           Consents. If the Committee
shall at any time determine that any Consent is necessary or desirable as a
condition to, or in connection with, any Plan Action, then such Plan Action
shall not be taken, in whole or in part, unless and until such Consent shall
have been effected or obtained to the full satisfaction of the Committee, or the
Committee may require that such Plan Action be taken only in such manner as to
make such Consent unnecessary.  Notwithstanding the foregoing, payment
to a Grantee shall not be delayed hereunder unless such delay is permitted under
Section 409A of the Code, including, without limitation, if the Committee
reasonably anticipates that the issuance or delivery of shares of Common Stock
will violate Federal securities or other applicable law, and provided further
that in the event the issuance or delivery of shares of Common Stock are delayed
hereunder, such issuance or delivery will thereafter be made at the earliest
date at which the Committee reasonably anticipates that the issuance or delivery
will not cause such violation.

    


    12.2           Other Payments or Awards.
Nothing contained in the Plan shall be deemed to in any way limit or
restrict the Company, any Subsidiary, the Board of Directors or the Committee
from making any award or payment to any person under any other plan, arrangement
or understanding, whether now existing or hereafter in effect.

    


    12.3           Section Headings. The section
headings contained herein are for purposes of convenience only and are not
intended to define or limit the contents of said sections.

    


    12.4           Number. The singular herein
shall include the plural, or vice versa, wherever the context so
requires.

    


    12.5           Waiver. No waiver of any term
or provision of this Plan by the Company, any Subsidiary, the Board of Directors
or Committee shall constitute a waiver of the same term or provision in any
subsequent case.

    


    12.6           Governing Law.  This Plan shall be
governed by, construed and enforced in accordance with the internal laws of the
State of Texas, without reference to principles of conflict of
laws.

    


    12.7           Participant Rights.  This Plan is intended
to constitute an unfunded plan for incentive and deferred compensation of
Eligible Directors, and the rights of Eligible Directors under the Plan shall be
those of general creditors of the Company.

    


    12.8           Code Section 409A. It is
intended that the Plan and the Board of Directors’ or 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 Grantee 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 Grantee being subject to payment of interest
and tax penalty under Code section 409A, the Board of Directors may amend the
Plan, without the Grantee’s consent, including with respect to the timing of
payment of benefits, in order to avoid the application of or to comply with the
requirements of Code section 409A; provided, however, that the Company makes no
representation that compensation or benefits payable under this Plan shall be
exempt from or comply with Code section 409A and makes no representation to
preclude Code section 409A from applying to the compensation or benefits payable
under the Plan.

    * * * *
*

     

     

    11