exhibit1054.htm


    Exhibit
10.54

    


    SECOND
AMENDED AND RESTATED

    RADIOSHACK
CORPORATION OFFICERS

    DEFERRED
COMPENSATION PLAN

     

    RadioShack
Corporation, a Delaware corporation (“RadioShack”), hereby
amends and restates, effective as of December 31, 2008, the RadioShack
Corporation Officers 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.

     

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

     

    ARTICLE
ONE

     

    PURPOSE

     

    Section
1.1                      The
purpose of this Plan is to enable RadioShack Corporation and its subsidiaries to
secure and retain the services of outstanding key executive personnel by
providing certain death and retirement benefits.

     

     

    ARTICLE
TWO

     

    DEFINITIONS

     

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

     

    Section
2.2                      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.

     

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

     

    Section
2.5                      Leave of
Absence.  Any period during which:

     

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

     


    
      
         


      

      
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    RadioShack not
later than the first working day following the expiration of such period of
authorized absence; or (ii) enters into a contract with RadioShack prior to the
absence which provides a right for the Employee to return to work following a
leave of absence, upon such terms and conditions as RadioShack may provide in
its sole discretion.  For purposes of clarification, nothing in this
Section 2.5(a) shall obligate or require RadioShack to enter into any contract
with any Employee or other person.

     

    (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 RadioShack within the period during which his reemployment
rights are guaranteed by law.

     

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

     

    Section
2.7                      Plan Agreement.  The
agreement between RadioShack and a Participant, entered into in accordance with
Article Three, and in the form of attached Exhibit ”A” (as such form may be
amended from time to time hereunder).

     

    Section
2.8                      Plan Benefit
Amount.  Plan Benefit Amount means the dollar amount set forth
and so designated in a Participant’s Plan Agreement.

     

    Section
2.9                      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 RadioShack, 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
RadioShack at the date of attaining age sixty-five (65) years.

     

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

     

    Any Retirement
occurring on or after January 1, 2005, with respect to that portion of the Plan
that is subject to Code section 409A, 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.

     

    Section
2.10                                RadioShack.  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
2.11                                RadioShack
Subsidiary.  Any corporation in which RadioShack owns at least
eighty percent (80%) of the total combined voting power of all classes of stock
entitled to vote.

     


    
      
         


      

      
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    ARTICLE
THREE

     

    SELECTION
OF PARTICIPANTS AND

    AGREEMENT
TO PARTICIPATE

     

    Section
3.1                      The
Committee, in its sole and exclusive discretion, shall select from among the key
executive employees of RadioShack, candidates for participation in the
Plan.  A candidate shall become a Participant only upon his execution
of a Plan Agreement and a Beneficiary Designation Form.

     

     

    ARTICLE
FOUR

     

    LIFE
INSURANCE

     

    Section
4.1                      RadioShack
may obtain permanent life insurance insuring the life of any Participant as a
means of funding RadioShack’s obligations to his Beneficiary in whole or
part.  RadioShack 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 RadioShack of any type, and on the
contrary, their rights against RadioShack 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 RadioShack hereunder, the insurance
carrier or carriers or any reinsurance thereof successfully avoid(s) payment to
RadioShack 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
(2) years of the issuance of such policy or within two (2) years of the issuance
to RadioShack of additional policies obtained by RadioShack hereunder, then, in
any of said events, notwithstanding any other provisions of the Plan or of the
Plan Agreement with such Participant, RadioShack 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 RadioShack or the insurance company to obtain
such insurance coverage.  If a Participant refuses to cooperate in the
securing of life insurance, or if RadioShack 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 RadioShack waives such requirement in
writing.

     

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

     


    
      
         


      

      
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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,
RadioShack agrees to pay to Participant a Retirement benefit as
follows:

     

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

     

    (b)           Early
Retirement.  If a Participant retires at a time that
constitutes an Early Retirement, then RadioShack agrees to pay to Participant or
to the designated Beneficiary of Participant in the event of the death of
Participant prior to the termination of payment of Early Retirement benefits
hereunder, all from its general assets, an amount equal to such Participant’s
Plan Benefit Amount, reduced by five percent (5%) per year for each year that
Early Retirement precedes the date of Normal Retirement.  Such year
shall be a fiscal year beginning on the date a Participant attains age
fifty-five (55).  Any reduction for a part of a year shall be prorated
on a daily basis assuming a 365-day year.  Such amount shall be paid
as set forth in Section 5.3 hereof.

     

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

     

    
      	
              Age
      on Date of

            	 
    	
              Percent
      of Reduction

            
	
              Late
      Retirement

            	 
    	
              of Plan Benefit
      Amount

            
	 
    	 
    	 
    
	
              66

            	 
    	
              0%

            
	
              67

            	 
    	
              0%

            
	
              68

            	 
    	
              0%

            
	
              69

            	 
    	
              0%

            
	
              70

            	 
    	
              0%

            
	
              71

            	 
    	
              20%

            
	
              72

            	 
    	
              40%

            
	
              73

            	 
    	
              60%

            
	
              74

            	 
    	
              80%

            
	
              75

            	 
    	
              100%

            


    

     

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

     

    Section
5.2                      Subject
to the terms and conditions of the Plan, upon the death of a Participant, but
only if the Participant is an Employee of RadioShack at his death (except as set
forth in Section 5.2(c) below) and is not being paid benefits pursuant to a Plan
Agreement at such time, RadioShack agrees to pay to his Beneficiary from its
general assets an amount equal to such Participant’s Plan Benefit Amount 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:

     


    
      
         


      

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

     

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

     

    Section
5.3                      Except
as provided in Section 8.5, the aggregate amount payable upon the Normal
Retirement, Early Retirement, Late Retirement benefits due and payable under
Section 8.5 or 8.6 hereof, or death of a Participant to a Participant or his
Beneficiary shall be paid in one hundred twenty (120) equal monthly installments
commencing on the first day of the month next following thirty (30) days after
Retirement or after the Participant’s death, or at the time stated in Section
8.5 or 8.6 hereof.

     

    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 solely with respect to that portion of the Plan that is subject
to Code section 409A, shall be made on the first business day of the seventh
month following the date of the Participant’s Retirement (or, if earlier, the
date of the Participant’s death) to the extent such delayed payment date is
otherwise required in order to avoid a prohibited distribution under Section
409A(a)(2) of the Code (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 RadioShack 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

     

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

     


    
      
         


      

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

     

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

     

    Section
5.7                      Subject
to termination or amendment of the Plan, Plan Agreement, or both, a and subject
to the requirements of Code section 409A, Participant’s participation in the
Plan shall continue during his Disability or his taking a Leave of
Absence.  Subject to the requirements of Section 409A, a Participant
who is Disabled or on Leave of Absence shall notify RadioShack of his date of
Retirement by hand delivery or by certified or 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.

     

     

    ARTICLE
SEVEN

     

    BENEFICIARIES
OF PARTICIPANTS

     

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

     


    
      
         


      

      
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    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.

     

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

     

    Section
7.6                      If
the Committee has any doubt as to the proper Beneficiary to receive payments
hereunder, the Committee shall have the right to withhold such payments until
the matter is finally adjudicated or the Committee may direct RadioShack to
bring a suit for interpleader in any appropriate court, pay any amounts due into
the court, and RadioShack shall have the right to recover its reasonable
attorney’s fees from such proceeds so paid or to be paid.  Any payment
made by the Committee, in good faith and in accordance with this Plan, shall
fully discharge the Committee and RadioShack from all further obligations with
respect to such payments.  In acting under this provision, the
Committee, where appropriate, shall take all steps necessary to ensure that any
delay in payment to a Beneficiary complies with the requirements of Treas. Reg.
§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.

     


    
      
         


      

      
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    ARTICLE
EIGHT

     

    TERMINATION
OF PARTICIPATION

     

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

    


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

     

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

     

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

     

    (a)           termination
of the Plan;

     

    (b)           termination
of a Plan Agreement; or

     

    (c)           termination
of employment for any reasons other than

     

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

     

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

     

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

     

    
      	
              Age
      Attained at Date of Event Set

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

            	 
    	
              %
      Vested

            
	 
    	 
    	 
    
	
              Age 54 or
      younger

            	 
    	
              0%

            
	 
    	 
    	 
    
	
              Age 55 to age
      65

            	 
    	
              A percent as
      determined

            
	 
    	 
    	
              in 5.1(b)
      hereof

            
	 
    	 
    	 
    
	
              Age 65 to age
      70

            	 
    	
              100%

            
	 
    	 
    	 
    
	
              Age 70 to age
      75

            	 
    	
              A percent as
      determined

            
	 
    	 
    	
              in 5.1(c)
      hereto

            
	 
    	 
    	 
    
	 
    	 
    	 
    
	
              Age 75 and
      thereafter

            	 
    	
              0%

            


    

     

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

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    Section
8.5                      Notwithstanding
anything to the contrary in the Plan,

     

    (a)           In
the event of a “Change in Control” (as hereinafter defined), every Participant
immediately shall be vested with his Plan Benefit Amount determined without
regard to Section 5.1(b) but subject to Section 5.1(c).  Such
retirement benefit shall be payable in a lump sum on the first day of the month
next following the date of the Participant’s Separation from Service (the
“Termination Date”), or, if later, and to the extent applicable, the Delayed
Payment Date (with the date of Participant’s Separation from Service referred to
herein as the “Valuation Date”).  Such lump sum payment shall equal
the present value of the Participant’s Plan Benefit Amount discounted for
interest only at the Pension Benefit Guaranty Corporation’s Immediate Annuity
Rate used to value benefits for single-employer plans terminating on the
Termination Date, compounded semi-annually.

     

    (b)           Any
Participant or Beneficiary who on the date of a Change in Control (that
satisfies the last paragraph of Section 8.7 hereof) was receiving benefits under
the Plan (or should have commenced receiving benefits had the payment of the
benefits not been delayed to the Delayed Payment Date) shall be entitled to
receive a lump sum equal to the present value of the remaining Plan Benefit
Amount, payable on the first day of the month next following the date of the
Change in Control, or, if later, and to the extent applicable, the Delayed
Payment Date, calculated in a manner consistent with Section
8.5(a).  For purposes of this Section 8.5(b), the “Valuation Date”
shall be the date of the Change in Control.

     

    Section
8.6                      In
the event that a Participant’s employment with RadioShack is subject to an
involuntary termination that constitutes a Separation from Service for any
reason other than those reasons set forth in Section 8.4(c)(ii), and within a
one-year period beginning on the date of such termination there occurs a Change
in Control that satisfies the last paragraph of Section 8.7 hereof, then such
Participant, or his Beneficiary if such Participant dies after termination of
employment, shall be entitled to receive a lump sum equal to the present value
of the Participant’s Plan Benefit Amount (determined in a manner consistent with
Section 8.5(a)), payable in a lump sum on the first day of the month next
following the date of the Change in Control, provided that if the Change in
Control does not satisfy the last paragraph of Section 8.7 hereof, the payment
shall be made on the first anniversary of the Participant’s Separation from
Service if payment at such time would not result in a violation of Code section
409A.  For purposes of this Section 8.6, the “Valuation Date” shall be
the date of the Change in Control.

     

    Section
8.7                      For
purposes of the Program, “Change in Control” shall mean any of the following
events:

     

    (a)           An
acquisition (other than directly from RadioShack Corporation) of any voting
securities of RadioShack Corporation (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 RadioShack Corporation’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) RadioShack Corporation 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
RadioShack Corporation (for purposes of this definition, a “Subsidiary”), (ii)
RadioShack Corporation or its Subsidiaries, or (iii) any Person in connection
with a Non-Control Transaction (as hereinafter defined);

     


    
      
         


      

      
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    (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, however, that if the election, or nomination for election by
RadioShack Corporation’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
RadioShack Corporation or in which securities of RadioShack Corporation are
issued, unless

     

    (A)           the
stockholders of RadioShack Corporation, 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) RadioShack Corporation, (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 RadioShack Corporation, 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 RadioShack Corporation; or

     

    (iii)           The
sale or other disposition of all or substantially all of the assets of
RadioShack Corporation to any Person (other than (i) any such sale or
disposition that results in at least fifty percent (50%) of RadioShack
Corporation’s assets being owned by one or more subsidiaries or (ii) a
distribution to RadioShack Corporation’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 RadioShack Corporation 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 RadioShack Corporation, and
after such share acquisition by RadioShack Corporation, the Subject Person
becomes the Beneficial

     


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    


     

    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, and solely for purposes of determining whether payments to a
Participant or Beneficiary as described in Sections 8.5(b) and 8.6 of the Plan
(but not for purposes of vesting), with respect to that portion of the Plan that
is subject to Code section 409A, a “Change in Control” shall occur with
respect to a Participant only upon the occurrence of an event that both (a)
constitutes a Change in Control under the above definition, and
(b) constitutes a change in control event for purposes of Code section
409A.

     

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

     

     

    ARTICLE
NINE

     

    ADMINISTRATION
OF THE PLAN

     

    Section
9.1                      The
Plan shall be administered by the 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.

     

    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 RadioShack the amount of benefits to be provided in each Plan
Agreement for the Participant or the Beneficiary of the Participant;
and

     

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

     

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

     


    
      
         


      

      
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    ARTICLE
TEN

     

    TERMINATION
OR AMENDMENT OF THE PLAN

    OR
PLAN AGREEMENTS

     

    Section
10.1                                RadioShack
reserves the right to terminate or amend this Plan or any Plan Agreement, in
whole or in part, at any time, from time to time, by resolution of the Board of
Directors of RadioShack, provided, however, no amendment to the Plan or to any
Plan Agreement shall alter the vested rights of a Participant or Beneficiary
applicable on the effective date of such termination or amendment and, except
for increases in Plan Compensation as provided in Section 8.5 hereof, such
vested rights shall remain unchanged.  Rights are deemed to have
vested if benefits are actually being paid or if the only condition precedent to
the payment of benefits is the termination of employment (unless terminated for
reasons set forth in Section 8.4(c)(ii), in which event benefits are forfeited)
with RadioShack or the giving  of notice of Retirement or the
occurrence of an event described in Section 8.5(a), (b) or (c).

     

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

     

    (a)           Sections
8.5, 8.6, 8.7, 8.8 and this Section 10.2 shall not be amended or terminated at
any time.

     

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

     

    (c)           Any
amendment or termination of the Plan prior to a Change in Control which (i) was
at the request of a third party who has indicated an intention or taken steps
reasonably calculated to effect a Change in Control or (ii) otherwise arose in
connection with, or in anticipation of, a Change in Control, shall be null and
void and shall have no effect whatsoever.

     

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

     

    Section
10.3                                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 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.

     


    
      
         


      

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

     

    Section
11.3                                Any
action brought by a Participant under the Plan or Plan Agreement may be brought
in the appropriate state or federal court for Tarrant County, Texas, or for the
county wherein the Participant maintains his or her residence.  Any
suit brought by RadioShack Corporation under the Plan may only be brought in the
county wherein the Participant maintains his or her residence, unless the
Participant consents to suit elsewhere.

     

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

     

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

     

    Section
11.7                                In
the event that a Participant institutes any legal action to enforce his rights
under, or to recover damages for breach of any of the terms of this Plan or any
Plan Agreement, the Participant, if he is the prevailing party, shall be
entitled to recover from RadioShack all actual expenses incurred in the
prosecution of said suit including but not limited to attorneys’ fees, court
costs, and all other actual expenses.  All reimbursements of eligible
expenses under this provision shall be made no later than the last day of the
Participant’s tax year following the taxable year in which the expenses were
incurred.  The amount of expenses eligible for reimbursement under
this provision in any calendar year shall not affect the amount of expenses
eligible for reimbursement in any other calendar year, and a Participant’s right
to reimbursement shall not be subject to liquidation or exchange for any other
benefit.  In all events, reimbursement shall be made in accordance
with Treas. Reg. §1.409A-e(i)(1)(iv).  Notwithstanding the foregoing,
a Participant shall only be entitled to reimbursement of the expenses described
above if he is the prevailing party in such action.   If
RadioShack provides any reimbursements in accordance with this provision, and
the Participant ultimately is not the prevailing party, the Participant shall be
required to refund to RadioShack all amounts previously paid.

     

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

     

    The original Plan
was adopted by the Board of Directors on June 27, 1986.  This restated
plan includes amendments thereto pursuant to resolutions at meetings of the
Board of Directors of RadioShack Corporation on January 20, 1989, August 22,
1990, and November 6, 2008.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    RADIOSHACK
CORPORATION

     

    OFFICERS
DEFERRED COMPENSATION PLAN

    PLAN
AGREEMENT

     

    January
1, «Year»

     

    To:  «FullName»

     

    The Insurance
Committee of the Board of Directors of RadioShack Corporation has selected you
to participate in the RadioShack Corporation Officers Deferred Compensation Plan
(the “Plan”), a copy of which 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 noncompetition
      agreement provisions set forth in Section 5.5 of the
  Plan.

            


    

     

    
      	
              (2)

            	
              For the
      purpose of determining the amount of benefits payable by RadioShack under
      the Plan, it is agreed and stipulated that your aggregate Plan Benefit
      Amount is $«BenefitAmount» (i.e., $«AnnualAmount» for 10
      years if you retire at age 65).  The Plan Benefit 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 Plan
Agreement, together with your completed Beneficiary Designation Form, to Jana
Freundlich, 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.

     

           
Very truly yours,

     

           
RADIOSHACK CORPORATION

     

                                    By:_____________________________________

          
 Jana Freundlich

          
 Vice President – Human Resources

     

    ACCEPTED this
__________ day of ____________________, «Year».

     

    ______________________________

    «FullName»

     

     

     

     

    14