exhibit1057.htm


    Exhibit
10.57

    


    SECOND
AMENDED AND RESTATED

    RADIOSHACK
CORPORATION

    UNFUNDED
DEFERRED COMPENSATION PLAN

    FOR
DIRECTORS

    


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

    


    The
Company intends that the 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 the 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.           PURPOSES OF THE
PLAN

    


    The purposes of the Plan are to enable
the Company to attract and retain the best qualified members of the Board of
Directors of the Company (a “Director”) by providing them with a Plan to defer
the payment of all or a specified portion of the fees payable to the Director
for services rendered on behalf of the Company.

    


    2.           ELECTION TO
DEFER

    


    a)           A
Director may make an irrevocable election on or before December 31 of any year,
to defer payment of all or a specified part of either all his/her retainer fees
or meeting fees or both (whether paid in cash or in Common Stock of the Company
or dividends attributable thereto), for services and meetings during the
succeeding calendar year following such election, (and any cash dividends under
Section 2c) hereof and any matching contributions under Section 3b) credited
with respect to the deferred fees) (a “Deferral Election”).  Any
person who shall become a Director during any calendar year, and who was not a
Director of the Company on the preceding December 31 and who has not otherwise
been eligible to participate in any other non-qualified elective account balance
plan subject to Section 409A of the Code, may elect, not later than the 30th day
after his or her term begins, to make a Deferral Election for the succeeding
calendar year.  Any such elections shall be made by written notice
delivered to the Corporate Secretary of the Company prior to the applicable
dates stated in the foregoing sentences.  All elections shall only be
effective for the succeeding calendar year.  Notwithstanding the
above, for the calendar year 1998, any such election must be made prior to
February 28, 1998 for director retainer fees and prior to July 1, 1998 for
meeting fees.


    
      
         


      

      
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    b) In
addition to a) above, any Director with a cash account shall be entitled to make
a one-time election only to transfer out of his or her cash account and have his
or her stock account credited with such amount of cash and accrued interest as a
Director may elect from his or her cash account.  This election shall
be effective as of July 1, 1999.  Upon this election, the elected
amount credited to a Director's stock account shall be converted to that amount
of Company Common Stock based upon the closing price of Company Common Stock on
June 30, 1999.  Such one-time election must be made no later than July
1, 1999.

    


    c) With
respect to cash dividends payable on Company Common Stock, each participating
Director holding a stock account or Pension Plan Stock Account, upon his or her
election may (i) be directly paid in cash, (ii) have his or her cash account
credited as of the payment date for dividends on Company Common Stock in an
amount equal to dividends attributable to the number of shares of Company Common
Stock credited to each Director's stock account or Pension Plan Stock Account as
of the record date set by the Board of Directors of the Company or (iii) defer
cash dividends into his or her stock account or Pension Plan Stock
Account.  Cash dividends deferred and credited to a Director's stock
account or Pension Plan Stock Account shall be converted to that amount of
Company Common Stock based on the closing price of Company Common Stock on such
record date for dividends.  Any Deferral Election with respect to cash
dividends contemplated in this Section 2c) shall be made at the same time that
an election is made with respect to the underlying fees paid in the form of
shares of the Company Common Stock.

    


    d)           Amounts
deferred under this Plan will be distributed in accordance with the Deferral
Election selected by the Director under Section 4b) hereof.

    


    3.           DIRECTORS’
ACCOUNTS

    


    a)           Cash
Account

    


    All deferred cash fees shall be
recorded on the books of the Company and a memorandum cash account of the fees
deferred by each participating Director and interest thereon and cash dividends
payable on Company Common Stock, if any, will be maintained.

    


    b)           Stock
Account

    


    All deferred retainer fees payable in
Common Stock of the Company (“Company Common Stock”) and the Additional Items
(as defined below) shall be recorded on the books of the Company and a
memorandum stock account of the fees in Company Common Stock deferred by each
participating Director will be maintained.  The Director’s stock
account shall be credited with the number of shares of Company Common Stock
otherwise payable to each participating Director under the terms and in the
amounts and on the dates set forth in each of the Company’s Incentive Stock
Plans, as the case may be, providing for the compensation of Directors, if they
so elect, in Company Common Stock.  All deferred meeting fees payable
in Company Common Stock shall also be recorded on the books of the Company in
the participating Director’s stock account under the terms, in the amounts and
on the dates as set by the Board of Directors for the payment of meeting
fees.  Meeting fees elected to be deferred by a Director in Company
Common Stock on and after June 1, 1998 shall be converted to that amount of
Company Common Stock equal to the closing price of Company Common Stock as of
the date of the applicable director or


    
      
         


      

      
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    committee
meeting and if not a trading day then the first trading day prior to the
meeting.  Cash dividends payable on Company Common Stock or a
Director's one time election amount as provided in Sections 1 b) and 1 c) above
(collectively the "Additional Items") shall be recorded in a Director's stock
account in an amount and in the manner as provided in the Plan.

    


    If a Director’s stock account is
credited with shares of Company Common Stock by reason of a deferral of either
retainer fees or meeting fees or both on or after January 1, 1998, or a deferral
of the Additional Items and payment of all of the Company Common Stock (earned
by virtue of retainer fees, meeting fees or both or the Additional Items) are
deferred (a) until after December 31st of the
third calendar year which follows the calendar year during which such deferrals
are initially made or (b) until after the earlier of (i) December 31st of such
third calendar year or (ii) the day the Director ceases to be a Director, the
Director’s stock account shall be credited with an additional number of shares
of Company Common Stock (including fractions thereof) equal to twenty-five
percent of the shares of Company Common Stock initially credited (the “Deferred
Match”).  Any shares of Company Common Stock credited pursuant to the
Deferred Match shall be distributed at the same time or times and in the same
form that the initial credited shares to which the Deferred Match relates are
distributed.

    


    c)           Pension Plan Stock
Account

    


    Effective December 31, 1997, the
Special Compensation Plan for Directors (the “Pension Plan”) was terminated and
in terminating the Pension Plan, the Company calculated the single sum present
value of each Pension Plan participant’s benefit and converted that amount to
Company Common Stock based on the average of the closing prices of Company
Common Stock for 1997.  The amount of the Company Common Stock shall
be recorded on the books of the Company and a memorandum account reflecting such
amounts for each Director formerly participating in the Pension Plan will be
maintained (the “Pension Plan Stock Account”).

    


    4.           PAYMENT FROM DIRECTORS’
ACCOUNTS

    


    a)           Payment
of amounts credited to a Director’s cash account shall be made in
cash.  Payment of amounts credited to a Director’s stock account or
Pension Plan Stock Account shall be made in Company Common
Stock.  Fractional Company Common Stock interests, if any, shall be
payable in cash.  With respect to cash dividends payable on Company
Common Stock, each participating Director holding a stock account or Pension
Plan Stock Account, upon his or her election may (i) be directly paid in cash,
(ii) have his or her cash account credited as of the payment date for dividends
on Company Common Stock in an amount equal to dividends attributable to the
number of shares of Company Common Stock credited to each Director’s stock
account or Pension Plan Stock Account as of the record date set by the Board of
Directors of the Company or (iii) defer cash dividends into his or her stock
account or Pension Plan Stock Account.  Cash dividends deferred and
credited to a director's stock account or Pension Plan Stock Account shall be
converted to that amount of Company Common Stock based on the closing price of
Company Common Stock on the payment date for dividends.

    


    b)           The
aggregate amount credited to the account of any Director shall be paid or shall
commence to be paid to the Director on the earliest
of the following dates: (i) at the election of the Director, (A) a date
specified by the Director or (B) a date following the date


    
      
         


      

      
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    that
the Director ceases to be a Director that is specified by the Director, (ii) on
a Change in Control, or (iii) on the Director’s death.

    


    Amounts distributed in the case of a
Change in Control shall be distributed in one lump sum payment within 30 days of
the Change in Control.  The Director shall specify in the Deferral
Election the manner in which the deferred amounts with respect to a given
election shall be distributed in connection with the other distribution events
from among the following permissible methods of distribution: (A) lump sum
payment, or (B) substantially equal annual installments, the number of which
shall not exceed ten.

    


    If no
election is made, then the amounts shall be distributed in one lump sum payment
on the 60th day
following the date a Director ceases to be a director.

    


    For
purposes of this Section 4b), an installment distribution shall be treated as a
single aggregate payment, and not as a series of individual annual
installments.  The date a Director ceases to be a director, for
purposes of payment, is deemed to be the date of a “separation from service” as
that term is defined in Treas. Reg. §1.409A-1(h)(1)(i) with respect to the
Company and its subsidiaries.” For purposes of this Section 4b), a “Change in
Control” shall occur with respect to a Director only upon the occurrence of an
event that both constitutes (a) a Change in Control under the RadioShack
Corporation 1993 Incentive Stock Plan, as amended, and (b) a change in control
event for purposes of Code section 409A.

    


    c)           Directors
shall be permitted a one-time special Deferral Election that shall be made prior
to December 31, 2008 in accordance with the time and form of payment set forth
in Section 4(b) hereof with respect to the aggregate amount credited to the
Director’s account that became (or that may become) earned or vested between
January 1, 2005 and December 31, 2008.

    


    d)           Anything
in a Deferral Election or in this Plan to the contrary notwithstanding, any
Director who, as of a date of a Change in Control, is receiving installment
distributions hereunder shall instead receive a lump sum payment equal to the
unpaid balance as of such date within 30 days following the Change in Control,
subject to any delay required hereunder.

    


    e)           Any
Director with a Pension Plan Stock Account shall be entitled to make an election
as to the method of payment of Company Common Stock from his or her Pension Plan
Stock Account.  Such election must be made prior to April 1,
1998.  In such election, each Director shall elect the method of
payment (either single payment or 10 or less annual installments) and the date
such payment will be made or begin to be made.  If any Director does
not elect a method of payment or a date of such payment, then the amount of such
Director’s Pension Plan Stock Account shall be distributed to him or her, in a
single sum, 60 days following the day the individual ceases to be a
Director.

    


    f)           Notwithstanding
the foregoing, if a Director is a “specified employee,” within the meaning of
Code section 409A on the date he or she ceases to be a director and any amounts
payable to the Director are made on account of the Director ceasing to be a
director, then any amounts payable to the Director shall be made on the first
business day of the seventh month following the date he or she ceases to be a
Director (or, if earlier, on the date of the Director’s death) to the extent
such delayed payment is required in order to avoid a prohibited distribution
under Section 409A(a)(2) of the Code.


    
      
         


      

      
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    g)           Notwithstanding
anything to the contrary in the Plan, payment to a Director shall not be delayed
hereunder unless such delay is permitted under Section 409A of the Code,
including, without limitation, if the Company reasonably anticipates that the
issuance or delivery of shares of Company Common Stock will violate Federal
securities or other applicable law, and provided further that in the event the
issuance or delivery of shares of Company Common Stock are delayed hereunder,
such issuance or delivery will thereafter be made at the earliest date at which
the Company reasonably anticipates that the issuance or delivery will not cause
such violation.

    


    h)           Notwithstanding
anything in the Plan to the contrary, the Committee may, with the Grantee’s
consent, accelerate or delay the payment of any benefits under the Plan under
the circumstances, and to the extent permitted by Code section 409A and to the
extent the acceleration or delay does not materially and adversely impact the
rights of any participating Director.

    


    5.           INTEREST

    


    On the last day of each calendar
quarter interest shall be credited to each Director’s cash account calculated on
the unpaid balance in such cash account as calculated from time to time during
the quarter.  The rate of interest to be credited will be 1% per annum
less than the announced prime rate of the Bank of America, N.A. as the same
shall exist from time to time during the quarter.

    


    6.           PAYMENT IN EVENT OF
DEATH

    


    If a Director should die before all
deferred amounts credited to the Director’s cash account, stock account or
Pension Plan Stock Account have been distributed, the balance of any deferred
fees, dividends if any, and interest then in the Director’s account shall be
paid in one lump sum payment to the Director’s designated beneficiary within 60
days after the Director’s death unless otherwise elected in the Deferral
Election.  If such Director did not designate a beneficiary or in the
event that the beneficiary or beneficiaries designated by such Director shall
have predeceased the Director, the balance in the Director’s account shall be
paid to the Director’s estate at the time and in the form set forth in the
foregoing sentence.

    


    7.           TERMINATION OF
ELECTION

    


    A Director may terminate his election
to defer payment of one or more of his or her retainer fees, meeting fees or
cash dividends payable on Company Common Stock by written notice delivered to
the Corporate Secretary of the Company.  Such termination shall become
effective as of the end of the calendar year in which notice of termination is
given with respect to the retainer fees, meeting fees or dividends payable
during subsequent calendar years.  Amounts credited to the account of
a Director prior to the effective date of termination shall not be affected
thereby and shall be paid only in accordance with Sections 4 and 6
above.


    
      
         


      

      
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    8.           RIGHTS
UNSECURED

    


    The right of any Director to receive
payment of deferred amounts under the provisions of the Plan shall be an
unsecured claim against the general assets of the Company.  The
maintenance of individual Director accounts is for bookkeeping purposes
only.  The Company is not obligated to acquire or set aside any
particular assets for the discharge of its obligations, nor shall any Director
have any property rights in any particular assets held by the Company, whether
or not held for the purpose of funding the Company’s obligations
hereunder.

    


    9.           NONASSIGNABILITY

    


    During the Director’s lifetime, the
right to any deferred fees, dividends if any, and interest thereon may not be
transferred, assigned, hypothecated or pledged.  Any such attempt to
transfer, assign, hypothecate or pledge the account shall be void.

    


    10.           INTERPRETATION AND
AMENDMENT

    


    The Plan shall be administered by the
Corporate Governance Committee of the Company.  The decision of such
Committee with respect to any questions arising as to the interpretation of this
Plan, including the severability of any and all of the provisions thereof, shall
be final, conclusive and binding.  The Company reserves the right, to
the extent permitted under Code section 409A, to modify this Plan from time to
time, including, without limitation, to comply with the requirements of any
applicable tax laws, securities laws, and other applicable state and federal
laws, or to repeal the Plan entirely, provided, however, that no modification of
this Plan shall operate to annul an election already in effect for the current
calendar year or any preceding calendar year unless permitted or required under
Code section 409A; provided further, however, that no amendment to this Plan
shall materially and adversely modify or impair the then existing rights of any
Director without such individual's written consent.

    


    It is intended that the Plan and the
Committee’s exercise of authority or discretion hereunder shall comply with the
provisions of Code section 409A and the Treasury Regulations relating thereto so
as not to subject a Director 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 Director being subject
to payment of interest and tax penalty under Code section 409A, the Company may
amend the Plan, without the Director’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.           EFFECTIVE
DATE

    


    The effective date of this Plan will be
December 31, 2008.

     

     

    
 

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