exhibit1053.htm


    Exhibit
10.53

    


    SECOND
AMENDED AND RESTATED

    SALARY
CONTINUATION PLAN

    FOR
EXECUTIVE EMPLOYEES

    OF

    RADIOSHACK
CORPORATION

    AND
SUBSIDIARIES

     

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

     

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

     

     

    ARTICLE
ONE

     

    PURPOSE

     

    Section
1.1                                The
purpose of the Plan is to afford RadioShack an additional opportunity to secure
and retain the services of outstanding key executive employees by providing,
subject to the provisions of the Plan, income payments to key executive
employees during their lifetimes after retirement and to their beneficiaries
following their death.

     

     

    ARTICLE
TWO

     

    DEFINITIONS

     

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

     

    Section
2.2                                Committee.  The
Organization and Compensation Committee of RadioShack which shall administer the
Plan in accordance with Article Nine.

     

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

     


    
      
         


      

      
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    Section
2.4                                Employee.  A regular
full-time executive employee of an Employer.

     

    Section
2.5                                Employer.  RadioShack
Corporation, a Delaware Corporation, and those subsidiary corporations in which
RadioShack owns at least eighty percent (80%) of the total combined voting power
of all classes of stock entitled to vote.

     

    Section
2.6                                Leave of
Absence.  Any period during which:

     

    (a)           an
Employee is absent with the prior consent of Employer, which consent shall be
granted under uniform rules applied to all Employees on a nondiscriminatory
basis, but only if such person (i) is an Employee immediately prior to the
commencement of such period of authorized absence and resumes employment with
Employer not later than the first working day following the expiration of such
period of authorized absence or (ii) enters into a contract with Employer prior
to the absence which provides a right for the Employee to return to work
following the Leave of Absence, upon such terms and conditions as Employer may
provide in its sole discretion.  For purposes of clarification,
nothing in this Section 2.6(a) shall obligate or require Employer to enter into
any contract with any Employee or other person; or

     

     (b)           an
Employee is a member of the Armed Forces of the United States and his
reemployment rights are guaranteed by law, but only if such person is an
Employee immediately prior to becoming a member of such Armed Forces and resumes
employment with Employer within the period during which his reemployment rights
are guaranteed by law.

     

    Section
2.7                                Participant.  An
Employee who has been selected and has accepted a Plan Agreement as provided in
Article Three.

     

    Section
2.8                                Plan Agreement.  The
agreement between an Employer and a Participant, entered into in accordance with
Article Three (as such form may be amended from time to time
hereunder).

     

    Section
2.9                                Plan
Compensation.  An amount determined by the Committee as set
forth in the Plan Agreement with each Participant,  such amount to be
determinative for the purposes hereof regardless of a Participant’s total
compensation paid by his Employer.

     

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

     

    (a)           Early
Retirement.  The voluntary election, as opposed to involuntary
termination by Employer, prior to the Participant’s attaining the age of
sixty-five (65) years, by a Participant to terminate his employment after
attaining the age of fifty-five (55) years.

     

    (b)           Normal
Retirement.  The termination of a Participant’s service with
Employer at the date of attaining age sixty-five (65) years.

     

    (c)           Late
Retirement.  The termination of a Participant’s service with
Employer after the Participant’s attaining the age of sixty-five (65)
years.

     

    Any Retirement
occurring on or after January 1, 2005, is deemed to be a “separation from
service” within the meaning of Code section 409A (a “Separation from Service”)
and, notwithstanding anything contained herein to the contrary, the date on
which such Separation from Service takes place shall be the date of
Retirement.

     


    
      
         


      

      
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    ARTICLE
THREE

     

    SELECTION
OF PARTICIPANTS AND

    AGREEMENT
TO PARTICIPATE

     

    Section
3.1                                Participation
in the Plan shall be limited to those Employees of Employer who shall be
selected for participation by the Committee, whose decisions in this respect
shall be conclusive.

     

    Section
3.2                                Participation
in the Plan by an Employee so selected by the Committee is voluntary and subject
to his written acceptance of a Plan Agreement executed by Employer and submitted
to him by the Committee.  Unless and until a Plan agreement has been
so submitted to and accepted by him, he shall not become a
Participant.

     

    Section
3.3                                Subject
to Section 8.4 hereof, the Committee reserves the right, at its discretion, and
without prejudice or liability, to terminate any Plan Agreement with any
Participant of any Employer at any time prior to the Participant’s Retirement or
death.

     

     

    ARTICLE
FOUR

     

    LIFE
INSURANCE

     

    Section
4.1                                Employer
may obtain permanent life insurance insuring the life of any Participant as a
means of funding Employer’s obligations to his Beneficiary in whole or
part.  Employer shall be the sole owner and beneficiary of all such
policies of insurance so obtained and of all incidents of ownership therein,
including without limitation, the rights to all cash and loan values, dividends
(if any), death benefits and the right to terminate.  No Beneficiary
or Participant shall be entitled to any rights, interests or equities in such
policies or to any specific asset of Employer of any type, and on the contrary,
their rights against Employer under the Plan shall be solely as general
creditors.

     

    Section
4.2                                If
as a result of misrepresentations made by a Participant in any application for
life insurance upon his life obtained by Employer hereunder, the insurance
carrier or carriers or any reinsurance thereof successfully avoid(s) payment to
Employer of the proceeds of its or their policy or  policies, or such
proceeds are not payable because the Participant’s death results from suicide
within two years of the issuance of such policy or within two years of the
issuance to Employer of additional policies obtained by Employer hereunder,
then, in any of said events, and notwithstanding any other provisions of the
Plan or of the Plan Agreement with such Participant, Employer shall have no
obligation to his Beneficiary to provide any of the death benefits otherwise
payable under the terms thereof.

     

    Section
4.3                                Each
Participant shall cooperate in the securing of life insurance on his life by
furnishing such information as the insurance company may require, taking such
physical examinations as may be necessary, and taking any other action which may
be requested by the Employer or the insurance company to obtain such insurance
coverage.  If a Participant refuses to cooperate in the securing of
life insurance, or if Employer is unable to secure life insurance at standard
rates on a Participant, then, the Plan Agreement shall be of no force and effect
as to a Participant unless Employer waives such requirement in
writing.

     


    
      
         


      

      
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    ARTICLE
FIVE

     

    BENEFITS
PAYABLE TO PARTICIPANTS AND

    TO
BENEFICIARIES OF PARTICIPANTS

     

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

     

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

     

    (b)           Early
Retirement.  If a Participant retires at a time that
constitutes an Early Retirement, then, Employer agrees to pay to Participant or
to the designated Beneficiary of Participant in the event of the death of
Participant prior to the termination of payment of Early Retirement benefits
hereunder, all from its general assets, an amount equal to five hundred percent
of Plan Compensation, reduced by five percent per year for each year that Early
Retirement precedes the date of Normal Retirement.  Such year shall be
a fiscal year beginning on the date a Participant attains age fifty-five
(55).   Any reduction for a part of a year shall be prorated on a
daily basis assuming a 365 day year.  Such amount shall be paid as set
forth in Section 5.3 hereof.

     

    (c)           Late Retirement.  If
a Participant retires at a date that constitutes Late Retirement, then, Employer
agrees to pay to Participant or to the designated Beneficiary of Participant in
the event of the death of Participant prior to the termination of payment of
Late Retirement Benefits hereunder, all from its general assets, an amount equal
to five hundred percent of Plan Compensation, reduced by a percentage determined
as follows:

     

    
      	
              At
      Date of Late Retirement

            	 
    	
              Percent
      of Reduction of

            
	
              Attainment
      of Age

            	 
    	
              500%
      of Plan Compensation

            
	 
    	 
    	 
    
	
              66

            	 
    	
              0%

            
	
              67

            	 
    	
              0%

            
	
              68

            	 
    	
              0%

            
	
              69

            	 
    	
              0%

            
	
              70

            	 
    	
              0%

            
	
              71

            	 
    	
              20%

            
	
              72

            	 
    	
              40%

            
	
              73

            	 
    	
              60%

            
	
              74

            	 
    	
              80%

            
	
              75

            	 
    	
              100%

            


    

     

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

     


    
      
         


      

      
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    Section
5.2                                Subject
to the terms and conditions of the Plan, upon the death of a Participant, but
only if the Participant is an Employee of Employer at his death and is not
entitled to Retirement benefits pursuant to a Plan Agreement at such time,
Employer agrees to pay to his Beneficiary from its general assets an amount
equal to five hundred percent of Plan Compensation as reflected in Employee’s
Plan Agreement or, as the case may be, in the last amendment to his Plan
Agreement.  With respect to such benefits, however, it is further
provided that:

     

    (a)           No
benefits shall be payable to the Beneficiary of a Participant in those instances
covered by Section 4.2;

     

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

     

    Section
5.3                                The
aggregate amount payable upon the Normal Retirement, Early Retirement, Late
Retirement or death of a Participant to a Participant or his Beneficiary shall
be paid in 120 equal monthly installment payments commencing on the first day of
the month next following thirty (30) days after Retirement or after the
Participant’s death.

     

    Notwithstanding the
foregoing, if a Participant is a “specified employee,” within the meaning of
Code section 409A on the date of his or her Retirement, then payment pursuant to
this Section 5.3 shall be made on the first business day of the seventh month
following the date of Retirement (or, if earlier, on the date of death of the
Participant) to the extent such delayed payment is required in order to avoid a
prohibited distribution under Code section 409A(a)(2) (the “Delayed Payment
Date”).  On the Delayed Payment Date, all payments deferred pursuant
to this Section 5.3 (whether they would have otherwise been payable in a single
sum or in installments in the absence of such deferral) shall be paid in a lump
sum to the Participant, and any remaining payments due under the Plan shall be
paid in accordance with the normal payment dates specified for them
herein.

     

    Section
5.4                                Until
actually paid and delivered to the Participant or to the Beneficiary entitled to
same, none of the benefits payable by Employer under any Plan Agreement shall be
liable for the debts or liabilities of either the Participant or his
Beneficiary, nor shall the same be subject to seizure by any creditor of the
Participant or his Beneficiary under any writ or proceeding at law, in equity or
in bankruptcy.  Further, no Participant or Beneficiary shall have
power to sell, assign, transfer, encumber, or in any manner anticipate or
dispose of the benefits to which he is entitled or may become entitled under a
Plan Agreement.

     

    Section
5.5                                After
Participant has attained the age of fifty-five (55) and is an Employee of
Employer, or during the period that Participant is receiving Retirement benefits
under a Plan Agreement, and for one year after cessation of employment after
attaining the age of fifty-five (55) for any reason or for one year after
cessation of payment of Retirement benefits, whichever shall last occur,
Participant agrees that he will not, either directly or indirectly, within the
United States of America or in any country of the world that RadioShack 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, own, manage, operate, join, control, be
employed by, be a consultant to, be a partner in, be a creditor of, engage in
joint operations with, be a stockholder, officer or director of any corporation,
sole proprietorship or business entity of any type, or participate in the
ownership, management, direction, or control or in any other manner be connected
with, any business of manufacturing, designing, programming, servicing,
repairing, selling, ceasing, or renting any products, articles, parts, supplies,
accessories or services which is at the time of Participant’s engaging in such
conduct competitive with products, articles, parts, supplies,

     


    
      
         


      

      
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    accessories or
services manufactured, sold, imported, exported, assembled, packaged or
furnished by RadioShack, except as a shareholder owning less than five percent
(5%) of the shares of a corporation whose shares are traded on a stock exchange
or in the over-the-counter market by a member of the National Association of
Securities Dealers.  In the event that a Participant takes Retirement
and engages in any of the activities described in the immediately preceding
sentence, or engaged in any of such activities prior to Retirement, then,
without any further notification, and upon determination by the Committee that
such a Participant is engaged or has engaged in such activities, such
Committee’s decision to be conclusive and binding upon all concerned, and
notwithstanding any other provisions of the Plan or of the Plan Agreement with
such Participant, Employer’s obligation to a Participant to pay any Retirement
or death benefits hereunder shall automatically cease and terminate, and
Employer shall have no further obligation to such Participant or Beneficiary
pursuant to the Plan or the Plan Agreement.  Employer may enforce this
provision by suit for damages which shall include but not be limited to all sums
paid to Participant hereunder, or for injunction, or both.

     

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

     

    Section
5.7                                Subject
to termination or amendment of the Plan, Plan Agreement, or both, and subject to
the requirements of Code section 409A, a Participant’s participation in the Plan
shall continue during his Disability or his taking a Leave of
Absence.  Subject to the requirements of Code section 409A, a
Participant who is Disabled or on Leave of Absence shall notify Employer of his
date of Retirement by hand delivery or by certified registered mail, return
receipt requested, postage prepaid, of a written notice of Retirement specifying
the effective date of Retirement, such written notice to be addressed to:
Insurance Committee of the Board of Directors, RadioShack Corporation, 300
RadioShack Circle, Fort Worth, Texas 76102.  Such notice shall be
deemed to be received when actually received by said Insurance Committee at said
address as may be changed from time to time in the Plan Agreements, as
amended.

     

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

     

     

    ARTICLE
SIX

     

    AMENDMENTS
OF PLAN AGREEMENTS

     

    Section
6.1                                The
Committee may enter into amendments to the Plan Agreement with any Participant
for the purpose of increasing the benefits payable to the Participant or his
Beneficiary in view of increases in his compensation following the execution of
such Plan Agreement or the last amendment thereto and for the purpose of
amending any provision of this Plan as it might apply to a
Participant.  In such cases, the acceptance of an amendment by a
Participant is voluntary and until the amended Plan Agreement has been submitted
to and accepted by him, it shall not be effective.

     


    
      
         


      

      
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    ARTICLE
SEVEN

     

    BENEFICIARIES
OF PARTICIPANTS

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
         


      

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

     

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

     

     

    ARTICLE
EIGHT

     

    TERMINATION
OF PARTICIPATION

     

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

    


    Section
8.2                                Except
as provided in Section 8.4 hereof, participation in the Plan by a Participant
shall also terminate upon the happening of any of the following:

     

    (a)           The
Plan is terminated by Employer in accordance with Article Ten; or

     

    (b)           His
Plan Agreement is terminated by Employer or the Committee in accordance with
Section 3.3.

     

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

     


    
      
         


      

      
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    Section
8.4                                If
a Participant’s participation in the Plan is terminated, by:

     

    (a)           termination
of the Plan;

     

    (b)           termination
of a Plan Agreement; or

     

    (c)           termination
of employment for any reasons other than

     

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

     

    (ii)           dishonest
or fraudulent conduct of a Participant or indictment, or the possibility of
indictment of a Participant of a felony crime involving moral turpitude, in
which event no vesting under this Section 8.4 shall occur,

     

    then such
Participant shall be entitled, as set forth below, to a percentage of five
hundred percent of his Plan Compensation as follows:

     

    
      	
              Age
      Attained at Date of Event Set

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

            	 
    	
              %
      Vested

            
	 
    	 
    	 
    
	
              Age 54 or
      younger

            	 
    	
              0%

            
	 
    	 
    	 
    
	
              Age 55 to age
      65

            	 
    	
              A percent as
      determined in Section 5.1(b) hereof

            
	 
    	 
    	 
    
	
              Age 65 to age
      70

            	 
    	
              100%

            
	 
    	 
    	 
    
	
              Age 70 to age
      75

            	 
    	
              A percent as
      determined in Section 5.1(c) hereto

            
	 
    	 
    	 
    
	
              Age 75 and
      thereafter

            	 
    	
              0%

            


    

     

    The amount payable
under this Section 8.4 shall be determined as of the date of the event set forth
in Section 8.4(a), (b) or (c) hereof and such amount as so determined at that
time shall not be altered or changed thereafter except that the provisions of
Section 5.5 hereof shall remain fully applicable during the Participant’s
employment by Employer, during the payment of benefits under this Section 8.4
and for one year after the later of termination of employment or cessation of
payment of benefits.  The amount payable under this Section 8.4 shall
be paid as set forth in Section 5.3 hereunder to commence on the first day of
the month next following thirty (30) days after cessation of Participant’s
employment with RadioShack, but subject to delay to the Delayed Payment
Date.

     

     

    ARTICLE
NINE

     

    ADMINISTRATION
OF THE PLAN

     

    Section
9.1                                The
Plan shall be administered by the Insurance Committee of the Board of Directors
of RadioShack, as it is presently constituted or as it may be changed from time
to time by the Board of Directors of RadioShack.

     


    
      
         


      

      
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    Section
9.2                                In
addition to the express powers and authorities accorded the Committee under the
Plan, it shall be responsible for:

     

    (a)           Construing
and interpreting the Plan;

     

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

     

    (c)           Determining
the right of a Participant or a Beneficiary to payments under the Plan and
otherwise authorizing disbursements of such payments by Employer;

     

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

     

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

     

    ARTICLE
TEN

     

    TERMINATION
OR AMENDMENT OF THE PLAN

     

    Section
10.1                                Employer
reserves the right to terminate or amend this Plan, in whole or in part, at any
time, or from time to time, by resolution of its Board of Directors, provided,
only, that no such termination or amendment shall affect those rights and
benefits previously vested in a Participant or a Beneficiary under Section 8.4
hereof.

     

    Section
10.2                                Any
provision in Article 8 or 10 to the contrary notwithstanding, the Committee may
amend the Plan or any Plan Agreement at any time, without the consent of any
Participant or Beneficiary, to the extent the Committee deems such amendment to
be necessary to comply with the requirements of any applicable tax laws,
securities laws, accounting rules and other applicable state and federal laws,
or applicable laws of jurisdictions outside of the United States.

     

    ARTICLE
ELEVEN

     

    MISCELLANEOUS

     

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

     

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

     

    Section
11.3                                Any
suit against Employer or the Committee or any member thereof concerning any
provisions hereunder, the construction of the Plan, payment of benefits
hereunder, or in any other manner connected with this Plan may only be brought
in the appropriate state or federal court located in Tarrant County, Texas, and
each Participant agrees not to bring any suit in any other county, state or
countries.  It is

     


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    agreed that
Employer may bring any suit to enforce the provisions of Section 5.5 hereof in
the appropriate state or federal court located in Tarrant County,
Texas.

     

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

     

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

     

    The Salary
Continuation Plan for Executive Employees of RadioShack Corporation and
Subsidiaries (the “Plan”) was adopted November 8, 1979.  This copy of
the Plan has been restated to include amendments to the Plan pursuant to
resolutions at a meeting of the Board of Directors of RadioShack Corporation on
November 6, 2008.

     


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    Salary
Continuation Plan

     

    For
Executive Employees

    Of

    RadioShack
Corporation And Subsidiaries

    


    January
1, 20___

    


    PLAN
AGREEMENT

     

    TO:  «FullName»

     

    The Insurance
Committee of the Board of Directors of RadioShack Corporation (“RadioShack”) has
selected you to participate in the Salary Continuation Plan for Executive
Employees of RadioShack Corporation and Subsidiaries (the “Plan”), a copy of
which as adopted on November 8, 1979, is furnished you herewith.

     

    Your participation
in the Plan is voluntary and conditioned upon your acceptance of this Plan
Agreement in the manner provided below, by which it shall be agreed between us
as follows:

     

    
      	
              (1)  

            	
              Your
      Participation in the Plan and the rights accruing to you and your
      designated Beneficiary thereunder shall be in all respects subject to the
      terms and conditions of the Plan, the full text of which, and as it may be
      from time to time amended, is incorporated herein by
      reference.  You agree to be bound by the terms and provisions of
      the Plan, and specifically but without limitation, to the non-competing
      agreement provisions set forth in Section 5.5 of the
  Plan.

            


    

     

    
      	
              (2)  

            	
              For the
      purpose of determining the amount of benefits payable by the Employer
      under the Plan, it is agreed and stipulated that your Plan Compensation is
      $«CompensationAmount»
      (i.e., $«AnnualAmount» for 10
      years if you retire at age 65).  The Plan Compensation Amount
      may change from time to time upon the agreement by you and
      RadioShack.

            


    

     

    
      	
              (3)  

            	
              You
      acknowledge receipt of a Beneficiary Designation Form furnished you
      herewith and agree that upon your acceptance and return of this Plan
      Agreement as provided below, you will deliver such form completed as
      therein required.

            


    

     

    If you desire to
participate in the Plan, please accept and return the enclosed copy of this
letter, together with your completed Beneficiary Designation Form, to the
Insurance Committee of the Board of Directors of RadioShack Corporation, 300
RadioShack Circle, Fort Worth, Texas 76102, on or before thirty days from the
date hereof, whereupon you shall become a Participant in the Plan according and
subject to the terms hereof.  If you do not accept and return such
copy within the above time period, then we will assume that you have voluntarily
elected not to participate in the Plan.

     

    Yours very truly,

       

      
        	 	
                 Yours very
      truly,

                 

                RadioShack
      Corporation

              
	 	 
	 	 By: 
      __________________________________
	 	             
      Jana Freundlich
	 	             
      Vice President - Human Resources
	 	 
	 	 


      

       

    

     

    ACCEPTED this ______
day of ______________, 20______,

    


    _______________________________________

    («FullName»)

     

     

    12