RESIGNATION AGREEMENT AND RELEASE

 

 

 

                 SEVERANCE AGREEMENT

 

     THIS  SEVERANCE  AGREEMENT  ("Agreement")  is made and  entered  into as of

December 11, 2003 by and between David J. Edmondson ("Executive") and RadioShack

Corporation ("RadioShack").

 

     WHEREAS,  the Board of Directors of  RadioShack  (the  "Board")  recognizes

Executive's valuable experience;

 

     WHEREAS,  the Board has determined it is in the best interest of RadioShack

and its shareholders to enter into this Agreement with Executive; and

 

     WHEREAS,  for these reasons  Executive and RadioShack  desire to enter into

this Agreement.

 

     NOW,  THEREFORE,  in  consideration  of the  respective  agreements  of the

parties contained herein, it is agreed as follows:

 

 

     1.         Term of Agreement and Renewal. This Agreement shall commence

                as of December 11, 2003 and shall continue in effect until

                December 11, 2008 (the "Term"). RadioShack, in its sole and

                absolute discretion, shall have the sole right and option to

                extend the Term of this Agreement for such time and under such

                terms and conditions it may deem necessary or desirable.

 

     2.         Definitions. For purposes of this Agreement the following

                terms shall have the following meaning:

 

                A.       "Base Amount" shall mean the Executive's annual

                         salary at the highest rate in effect at any time

                         during the 12 month period ending on the termination

                         date of his employment with RadioShack, determined

                         without regard to any salary reduction or deferred

                         compensation elections made by the Executive.

 

                B.       "Cause" shall mean if (i) the Executive intentionally

                         fails to substantially perform his reasonably

                         assigned duties with RadioShack, (ii) Executive

                         engages in conduct which is demonstrably and

                         materially injurious to RadioShack, (iii) Executive

                         commits or otherwise is charged with a felony or any

                         crime involving moral turpitude, or any other

                         criminal activity or unethical conduct which in the

                         good faith opinion of the Board impairs his ability

                         to perform the duties of his job with RadioShack, or

                         (iv) Executive fails or refuses to comply with the

                         policies, standards or regulations of RadioShack.

 

                C.       "Disability" shall mean the Executive is suffering

                         from a physical or mental condition which, in the

                         opinion of the Board, based upon appropriate medical

                         advice and examination, prevents the Executive from

                         performing the duties of his job with RadioShack.

 

                D.       "Target  Bonus" shall mean 75% of the Base Amount or

                         the  applicable  percentage  of the Base Amount then in

                         effect.

 

     3.         Compensation and Benefits Upon Termination of Employment. If,

                during the Term, the Executive's employment with RadioShack

                shall be  involuntarily  terminated  without (i) Cause,  or

                other than by virtue of (ii) the Executive's Disability  or

                (iii)  the  Executive's  death,  RadioShack  shall  pay to the

                Executive,  in lieu  of any  further compensation for periods

                subsequent to the termination  date, an amount in cash equal to

                one and one-half times the sum of (x) the Executive's Base

                Amount and (y) the Executive's  Target Bonus (such total being

                hereinafter  referred to as the "Cash Severance  Payment").  The

                Cash Severance  Payment shall be paid in two installments  with

                the first such  installment  payable  on or before  ninety  (90)

                days from the date of  termination  and the  second and final

                installment  payable  within  eighteen  (18)  months  from the

                date of the  first  installment.  In  addition,  all outstanding

                RadioShack stock options and restricted  stock awards that would

                have otherwise  become  exercisable or vested within two years

                following the date of Executive's  termination of employment

                with  RadioShack,  shall become exercisable  or vested,  as the

                case may be, as if Executive was still  employed by RadioShack

                during such two year period.  Any options  exercisable by

                Executive at the time of his termination  including any options

                that may become exercisable  as a result of this  provision in

                the two years  following  termination  must be exercised by

                Executive within ninety (90) days after the second  anniversary

                of such  termination.  Also, in the event of the  termination

                described  above,  Executive  shall be credited  with two years

                of age under any age based  benefit plan that may be maintained

                by RadioShack, with any such age based benefits being payable

                under the terms of any such plan or plans.

 

     4.         Termination of Employment for Cause, Death, Disability or

                Voluntary Termination. In the event that Executive's

                employment with RadioShack is terminated because of (i) Cause,

                (ii) Executive's death, (iii) Executive's Disability or (iv)

                or the voluntary termination of employment by the Executive,

                then the Executive shall not receive any payments or benefits

                under this Agreement.

 

     5.         Payment of Benefits.

 

                A.       If Base Amount and Target Bonus are payable under the

                         terms hereof, the same shall be payable in two equal

                         installments. The first installment shall be payable

                         90 days after the date of termination of Executive's

                         employment with RadioShack and the second installment

                         shall be payable nine months after the date of the

                         first installment payment.

 

                B.       In the event  Executive's  employment is  terminated

                         with  RadioShack,  and Executive is due payments and

                         benefits from RadioShack  under that certain

                         Termination  Protection  Agreement for Corporate

                         Executives dated May 18, 1995 between Executive and

                         RadioShack (the  "Termination  Protection  Agreement"),

                         and such payments and  benefits  are greater than those

                         provided in this  Agreement,  then  Executive  shall

                         'only receive  benefits and payments  under the

                         Termination  Protection  Agreement and no benefits and

                         payments shall be provided or paid under this

                         Agreement.  However,  should the benefits and payments

                         due Executive under this Agreement be greater than

                         those under the Termination  Protection Agreement,

                         then benefits and payments  shall only be paid under

                         this  Agreement and no benefits and payments  shall be

                         paid or provided to Executive under the Termination

                         Protection Agreement.

 

 

     6.         Non-Competition Clause. Executive hereby agrees that for a

                period of three years after the termination of his employment

                with RadioShack, Executive will not, directly or indirectly,

                own, have a proprietary interest (except for less than 5% of

                any listed company or company traded in the over-the-counter

                market) of any kind in, be employed by, be a partner in, or

                serve as a consultant to or in any other capacity with any

                firm, partnership, corporation, business enterprise or

                individual, which is engaged in competition with any business

                conducted, or to Executive's knowledge contemplated, by

                RadioShack in any of the geographic areas in which RadioShack

                is operating or proposes to operate.

 

     7.         Remedy for Breach. In the event of any claimed breach of this

                Agreement, the party alleged to have committed such breach

                shall be entitled to written notice of such alleged breach and

                a period of fifteen (15) days to remedy such breach. Executive

                understands that a breach of any one or more of the covenants

                contained herein will result in Irreparable and continuing

                damage to RadioShack for which there will be no adequate

                remedy at law, and in the event of any breach or threatened

                breach of Executive's obligations hereunder, RadioShack may,

                in addition to the other remedies which may be available to

                it:

 

                A.       declare forfeited any sums representing Base Amount,

                         Target Bonus or other fringe benefits (including any

                         unexercised stock options or unvested restricted

                         stock) otherwise due and payable to Executive

                         hereunder, and, or alternatively,

 

                B.       file suit to enjoin Executive from the breach or

                         threatened breach of such covenants.

 

     8.         Successors: Binding Agreement. The terms and provisions of

                this Agreement shall be binding upon, shall inure to the

                benefit of, and shall be enforceable by RadioShack and its

                Successors and Assigns. RadioShack shall require any

                successors or Assigns to expressly assume and agree to perform

                this Agreement in the same manner and to the same extent that

                RadioShack would be required to perform it if no such

                succession or assignment had taken place. This Agreement shall

                be binding upon the Executive and his heirs, executors,

                administrators and legal representatives provided, however,

                that the Executive may not assign his obligations hereunder,

                except by will or the laws of descent or distribution.

 

     9.         Notice. For the purposes hereof, notices and all other

                communications provided for herein shall be in writing and

                shall be deemed to have been duly given when delivered or

                mailed by United States registered or certified mail, return

                receipt requested, postage prepaid or prepaid overnight

                express delivery service, addressed to RadioShack at its

                principal place of business and to Executive at his address as

                shown on the records of RadioShack, provided that all notices

                to RadioShack shall be directed to the attention of the

                General Counsel of RadioShack or to such other officer as may

                be designated in writing in accordance herewith, except that

                notices of change of address shall be effective only upon

                receipt.

 

     10.        Miscellaneous. No provisions herein may be amended, modified,

                waived or discharged unless such amendment, waiver,

                modification or discharge is agreed to in writing signed by

                Executive and such officer as may be specifically designated

                by the Board. No waiver by either party hereto at any time of

                any breach by the other party hereto of, or compliance with,

                any condition or provision hereof to be performed by such

                other party shall be deemed a waiver of similar or dissimilar

                provisions or conditions at the same or at any prior or

                subsequent time. No agreements or representations, oral or

                otherwise, express or implied, with respect to the subject

                matter hereof have been made by either party which are not set

                forth expressly herein.

 

     11.        Validity. The invalidity or unenforceability of any provisions

                hereof shall not affect the validity or enforceability of any

                other provision hereof, which shall remain in full force and

                effect.

 

     12.        Non-Exclusivity  Of Rights.  Except as otherwise  expressly

                provided,  nothing  herein  shall  prevent or limit the

                Executive's continuing or future participation in any benefit,

                bonus,  incentive,  deferred compensation plan, stock plan,

                salary continuation plan, post retirement death benefit plan or

                other plans,  practices,  policies or programs provided by

                RadioShack  and for which the Executive  may have under any

                stock option or other  agreements,  plans or arrangements  with

                RadioShack.  Amounts which are vested  benefits or which the

                Executive is otherwise  entitled to receive  under any plan,

                practice,  policy,  arrangement  or program of  RadioShack at or

                subsequent to the date of termination of employment shall be

                payable in accordance with such plan, practice,  policy,

                arrangement or program. Notwithstanding  the foregoing

                provisions of this Section 11, this Agreement  contains the

                entire  agreement of the parties regarding the severance

                benefits provided for herein.

 

     13.        Counterparts. This Agreement may be executed in one or more

                counterparts, each of which shall be deemed to be an original

                but all of which together will constitute one and the same

                instrument.

 

     14.        Governing Law. This Agreement has been executed and delivered

                in Tarrant County, Texas and its validity, interpretation,

                performance and enforcement shall be governed by the laws of

                the State of Texas.

 

     15.        Forum. Any suit brought by either the Executive or RadioShack

                under this Agreement shall be brought in the appropriate state

                or federal court for Tarrant County, Texas.

 

     16.        Captions and Gender. The use of captions and Section headings

                herein is for purposes of convenience only and shall not

                effect the interpretation or substance of any provisions

                contained herein. Similarly, the use of the masculine gender

                with respect to pronouns herein is for purposes of convenience

                and includes either sex who may be a signatory.

 

     IN WITNESS  WHEREOF,  the parties  hereto have signed this  Agreement to be

effective as of the day and year first above written.

 

 

                                           RADIOSHACK CORPORATION

 

 

 

___________________________          By:  _______________________________

Executive                                  Chairman, Management Development

                                           and Compensation Committee

                                           Board of Directors

                                           RadioShack Corporation

 

<PAGE>

 

                                                                     EXHIBIT 10v

 

                               FIRST AMENDMENT TO

                               SEVERANCE AGREEMENT

 

     THIS FIRST  AMENDMENT  (the  "Amendment"),  is made and entered  into as of

______________,  2004,  by and  between  David J.  Edmondson  ("Executive")  and

RadioShack Corporation, a Delaware corporation  ("RadioShack"),  and amends that

certain Severance Agreement, dated December 11, 2003 (the "Agreement"),  between

the Executive and  RadioShack.  Capitalized  words not otherwise  defined herein

shall have the meanings ascribed in the Agreement.

 

     WHEREAS,  the Board  recognizes  Executive's  valuable  experience  and has

determined it is in the best  interests of RadioShack  and its  shareholders  to

amend the  Agreement  with  Executive  to modify  the  compensation  payable  to

Executive upon  termination of his  employment to include  payments  pursuant to

RadioShack's long-term incentive plan.

 

     NOW,  THEREFORE,  in  consideration  of the  respective  agreements  of the

parties contained herein, it is agreed as follows:

 

     7. Section 2.D. of the Agreement  ("Target Bonus") is hereby  renumbered as

Section 2.E., and a new Section 2.D. is hereby added as follows:

 

                "D.      "LTIP" shall mean all compensation payable to the

                         Executive pursuant to RadioShack's long-term

                         incentive plan in effect at any time during the 12

                         month period ending on the termination date of his

                         employment with RadioShack, determined without regard

                         to any salary reduction or deferred compensation

                         elections made by the Executive."

 

     8. In the first sentence of Section 3 of the Agreement, a new subclause (z)

is hereby added to the first sentence to follow subclause (y), as follows:

 

                "and (z) the Executive's LTIP (such total being hereinafter

                referred to as the "Cash Severance Payment")."

 

     9. The first  sentence of Section 5.A. of the  Agreement is hereby  amended

and restated in its entirety as follows:

 

                "A.      If the Cash Severance Payment is payable under the

                         terms hereof, the same shall be payable in two equal

                         installments."

 

     10.  Section 7.A. of the  Agreement  is hereby  amended and restated in its

entirety as follows:

 

                "A.      declare forfeited any sums representing the Base

                         Amount, Target Bonus, LTIP or other fringe benefits

                         (including any unexercised stock options or unvested

                         restricted stock) otherwise due and payable to

                         Executive hereunder, and, or alternatively,"

 

     11.  All other  provisions  of the  Agreement  are hereby  ratified  by the

parties and shall continue in full force and effect.

 

 

     IN WITNESS  WHEREOF,  the parties have executed this  Amendment,  in one or

more counterparts, as of the date first written above.

 

 

 

                             -------------------------------------------

                             David J. Edmondson

 

 

 

                             RADIOSHACK CORPORATION

 

 

 

                             By:

                                ----------------------------------------

                             Chairman, Management Development and

                             Compensation Committee

                             Board of Directors

                             RadioShack Corporation

 

 

 

 

 

 

EX-10.1 2 d33253exv10w1.htm RESIGNATION AGREEMENT

 

Exhibit 10.1

RESIGNATION AGREEMENT AND RELEASE

     This Resignation Agreement and Release (“Agreement”) is entered into on February 20, 2006, between RadioShack Corporation, a Delaware corporation (“Company”), and David J. Edmondson (“Executive”).

     1. Termination of Duties. On February 20, 2006 (the “Effective Date”) Executive resigns as President and Chief Executive Officer and a director of Company and from all other director and officer positions with Company and its affiliates. On the Effective Date, the obligations and responsibilities of the parties set forth in (i) that certain Severance Agreement between Company and Executive dated December 11, 2003 (as amended, the “Severance Agreement”), (ii) that certain Termination Protection Agreement for Corporate Executives between Company and Executive dated August 26, 2005 (the “Termination Protection Agreement”), and (iii) that certain Employee Agreement on Intellectual Property Rights and Confidential Information between Company and Executive dated November 31 [sic], 1994 (the “Confidentiality Agreement” and, together with the Severance Agreement and the Termination Protection Agreement, the “Termination Agreements”) are completely terminated, except as provided in this Agreement.

     2. Salary. On the Effective Date, except as specifically set forth in Sections 3 and 4 below and otherwise in this Agreement, Executive’s salary and benefits from Company shall cease to accrue, and he shall cease to participate in any employee benefit plans or programs. Within three (3) business days after the Effective Date, Company shall (i) pay to Executive any accrued and unpaid salary payments due him as of the Effective Date, and (ii) reimburse Executive for all unreimbursed expenses incurred by Executive during the performance of his duties in accordance with the Company’s standard policy.

     3. Insurance Benefits. For a period of four (4) months from the Effective Date, Company shall at its expense pay all of Executive’s premiums for such insurance he elects to receive under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”). Thereafter, all insurance benefits shall cease to accrue, except as provided by COBRA, and the Company shall not pay such premiums.

     4. Stock Options and Restricted Stock Awards. All outstanding stock options and restricted stock awards that would have otherwise become exercisable or vested on or prior to December 31, 2006, shall become immediately exercisable or vested, as the case may be, on the Effective Date. All outstanding stock options exercisable by Executive as of the Effective Date, including such stock options that may become exercisable as a result of this provision, must be exercised by Executive within 365 days after the Effective Date. For the avoidance of doubt, the foregoing shall apply notwithstanding any conflicting provision contained in any stock option agreement, restricted stock agreement, or similar equity agreement entered into between Company and Executive.

 


 

     5. Return of Property. Executive represents that he has returned all equipment and property in his possession that belong to Company or that relate or refer to Company or its business, including all files and programs (hard copy, electronic or otherwise), all originals and copies of documents, notes, memoranda or any other materials that relate or refer to Company or its business (hard copy, electronic or otherwise), and material that constitutes trade secrets or “Confidential Information” as defined in Section 13 of this Agreement. In addition, Executive acknowledges that the Company has the right to electronically examine all computer or telecommunications equipment that he may have used in the course of performing his job duties and delete any Confidential Information contained therein. After such examination, Executive may specifically identify to Company and purchase one computer, one cellular telephone and one RIM/Blackberry device owned by Company that he used while he was Chief Executive Officer. The purchase price will be the book value of that computer, cellular telephone and RIM/Blackberry device on Company’s books. Within seven (7) business days after the Effective Date, Executive shall be entitled to identify and retrieve in person all his personal property from the Company premises.

     6. Additional Consideration. As additional consideration for the release and covenants by Executive set forth in this Agreement, on the eighth calendar day after the Effective Date, provided Executive has not exercised his revocation rights under Section 27 below, Company shall pay Executive the aggregate amount of $975,000, payable as wages, in four equal payments of $243,750 on February 21, 2006, May 19, 2006, August 21, 2006 and November 21, 2006, respectively, less required state and federal deductions and federal tax withholding. Executive acknowledges that he would not have otherwise been entitled to such payment except for entering into this Agreement. Executive agrees that he is solely responsible for his tax obligations, if any, including, but not limited to, all payment obligations, that may arise as a consequence of such payment. Executive hereby agrees to hold the Company Released Parties (as defined in Section 9 of this Agreement) harmless from and against, and agrees to reimburse and indemnify the Company Released Parties for, any taxes, penalties, net loss, cost, damage or expense, including, attorneys’ fees, incurred by any of the Company Released Parties arising out of the tax treatment by Executive on his tax return(s) of any payments made to Executive pursuant to this Agreement. Executive shall be afforded such coverage under the Company’s “directors and officers” liability insurance policy, as provided therein relating to any claim or asserted claim that arose during the time Executive was an officer or director of the Company. Nothing in this Agreement shall be construed as releasing the Company’s “directors and officers” liability insurance policy. The Company shall continue to maintain a “directors and officers” liability insurance policy that covers past officers and directors for a period of at least 18 months after the Effective Date.

     7. Accrued Vacation. Within three (3) business days after the Effective Date, Company shall pay Executive a single lump-sum payment of all his accrued, unused vacation pursuant to Company’s standard policy in the amount of $57,692.

     8. Change in Control Representation. Company represents and warrants that, to the Company’s knowledge, as of the Effective Date, (i) it is currently not contemplating or anticipating a Change in Control (as defined in the Termination Protection Agreement), and (ii) no third party has indicated to the Company any intention or taken steps reasonably calculated to effect a Change in Control. This representation and warranty, made solely as of the Effective

2


 

Date, shall not be a continuing representation and warranty but shall survive the termination of the Agreement.

     9. Executive’s Release. In consideration of the promises, covenants and other valuable consideration provided by Company in this Agreement, and to fully compromise and settle any and all claims and causes of action of any kind whatsoever except as provided in this Agreement, Executive hereby unconditionally release and discharge Company and its current and former employees, officers, agents, directors, shareholders and affiliates and their respective current and former employees, officers, agents, directors, shareholders and affiliates (collectively referred to as “Company Released Parties”) from any and all claims, causes of action, losses, obligations, liabilities, damages, judgments, costs, expenses (including attorneys’ fees) of any nature whatsoever, known or unknown, contingent or non-contingent (collectively, “Claims”), that Executive has as of the date of this Agreement, including, but not limited to, those arising (i) out of Executive’s hiring, employment, termination of employment with Company or the Termination Agreements and (ii) under federal or state law, including, but not limited to, the Age Discrimination in Employment Act of 1967, 42 U.S.C. §§ 1981-1988, Title VII of the Civil Rights Act of 1964, the Equal Pay Act, the Employee Retirement Income Security Act of 1974, the Consolidated Omnibus Budget Reconciliation Act, the National Labor Relations Act, the Occupational Safety and Health Act, the Fair Labor Standards Act, the Family and Medical Leave Act of 1993, the Workers Adjustment and Retraining Act, the Americans with Disabilities Act of 1990, the Texas Labor Code, the Texas Commission on Human Rights Act, the Texas Payday Act, Chapter 38 of the Texas Civil Practices and Remedies Code, and any provision of the state or federal Constitutions or Texas common law. This release includes, but is not limited to, any Claims Executive may have for salary, wages, severance pay, vacation pay, sick pay, bonuses, benefits, pension, stock options, overtime, and any other compensation or benefit of any nature. This release also includes, but is not limited to, all common law claims including, but not limited to, claims for wrongful discharge, breach of express or implied contract, implied covenant of good faith and fair dealing, intentional infliction of emotional distress, fraud, negligence, defamation, conspiracy, invasion of privacy, and/or tortious interference with current or prospective business relationships. Furthermore, Executive agrees and relinquishes any right to re-employment with any of the Company Released Parties. Except as specifically set forth in this Agreement, Executive also relinquishes any right to payment or benefits (other than vested rights) under any benefit plan maintained or previously or subsequently maintained by Company or any of the Released Parties or any of its or their respective predecessors or successors. However, Executive does not release (a) his right to enforce the terms of this Agreement, (b) his rights under the Indemnification Agreement effective as of June 1, 2005 between Executive and Company (“Indemnification Agreement”), (c) his rights to indemnification or advancement of expenses under Company’s charter or by-laws or under any applicable policy (specifically including any applicable “directors and officers” insurance policy) of or maintained by Company that is applicable to its directors or officers, and (d) his rights, if any, under each of the plans listed on Appendix A (collectively, such plans referred to as the “Compensation Plans”).

     10. Company’s Release. In consideration of the promises, covenants and other valuable consideration provided by Executive in this Agreement, and to fully compromise and settle any and all claims and causes of action of any kind whatsoever except as provided in this Agreement, Company hereby unconditionally releases and discharges Executive and his spouse, heirs, executors, administrators, attorneys and other agents (collectively referred to as, the

3


 

“Executive Released Parties”) from any and all Claims that Company has as of the date of this Agreement, including, but not limited to, those arising out of Executive’s hiring, employment, termination of employment with Company or the Termination Agreements. This release includes, but is not limited to, any Claims the Company may have for salary, wages, severance pay, vacation pay, sick pay, bonuses, benefits, pension, stock options, overtime, and any other compensation or benefit of any nature. This release also includes, but is not limited to, all common law claims including, but not limited to, claims for breach of express or implied contract, implied covenant of good faith and fair dealing, fraud, negligence, defamation, conspiracy, and/or tortious interference with current or prospective business relationships. However, Company does not release (a) its right to enforce the terms of this Agreement, (b) its rights under the Indemnification Agreement, (c) its rights with respect to indemnification or advancement of expenses under Company’s charter or by-laws or under any applicable policy (specifically including any applicable “directors and officers” insurance policy) of or maintained by Company that is applicable to its directors or officers, and (d) its rights under any of the Compensation Plans.

     11. No Actions Against Company Released Parties. Executive will not bring any action or lawsuit against any of the Company Released Parties related to any matters released by Executive under Section 9 of this Agreement. If Executive brings or asserts any such action or lawsuit on a released Claim, he shall pay all costs and expenses, including attorneys’ fees, incurred by the Company Released Parties in defending the action or lawsuit. However, Executive may bring an action or lawsuit to enforce the terms of this Agreement, the Indemnification Agreement, the Company’s charter or by-laws, or any of the Compensation Plans.

     12. No Actions Against Executive Released Parties. Company will not bring any actions or lawsuit against any of the Executive Released Parties related to any matters released by Company under Section 10 of this Agreement. If Company brings or asserts any such action or lawsuit on a released Claim, it shall pay all costs and expenses, including attorneys’ fees, incurred by the Executive Released Parties in defending the action or lawsuit. However, Company may bring an action or lawsuit to enforce the terms of this Agreement, the Indemnification Agreement, the Company’s charter or by-laws, or any of the Compensation Plans.

     13. Confidentiality. Executive agrees not to make any unauthorized use, publication, or disclosure of any confidential, proprietary and non-public information generated or acquired by Executive during the course of his employment with Company, including, but not limited to, any confidential, trade secret or public information (“Confidential Information”). Executive understands that Confidential Information includes information not generally known by or available to the public about or belonging to Company, or belonging to other companies to whom Company may have an obligation to maintain information in confidence, and that authorization for disclosure may be obtained only through Company’s general counsel or designee.

     14. Non-Disparagement. Executive agrees that he will not criticize, defame or disparage any of the Company Released Parties, their plans, or their actions to any third party, either orally or in writing. Company agrees that it will not criticize, defame or disparage any of the Executive Released Parties, their plans, or their actions to any third party, either orally or in writing and that it will use reasonable efforts to prevent any of its current officers or directors from criticizing, defaming or disparaging any of the Executive Released Parties, their plans, or their actions to any third party, either orally or in

4


 

writing. Company agrees only to give neutral reference information about Executive if requested by prospective employers. The provisions of this Section 14 shall not apply to any truthful statement(s) required to be made by any of the Executive Released Parties or Company Released Parties or by any representative of the Executive Released Parties or the Company Released Parties in any legal proceeding or governmental (including all agencies thereof) or regulatory filing, investigation or proceeding.

     15. Non-Competition; Non-Solicitation.

     (a) Executive hereby agrees that for a period of 18 months after the Effective Date, Executive will not, directly or indirectly, own, have a proprietary interest (except for less than 5% of any listed company or company traded in the over-the-counter market) of any kind in, be employed by, be a partner in, or serve as a consultant to or in any other capacity with any firm, partnership, corporation, business enterprise or individual, within the continental United States, that is engaged in the sale of consumer electronics and obtains at least 10% of its annual revenues from the sale of consumer electronics (which shall not include manufacturers of any kind).

     (b) In consideration of the amounts to be paid or provided to Executive hereunder, Executive covenants that he shall not, directly or indirectly, or whether for his own account or for the account of any other person, (i) at any time for a period of 18 months following the Effective Date, solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any person who is, as of the Effective Date, an employee of the Company, or in any manner induce or attempt to induce any employee of the Company to terminate his or her employment with the Company; provided, however, that general solicitations of employment not directed at Company employees shall not be prohibited by this Section 15(b)(i); or (ii) at any time for a period of 18 months following the Effective Date, interfere with the Company’s relationship with any person, including any person who is, as of the Effective Date, an employee, contractor, vendor, supplier or customer of the Company.

     (c) If any court of competent jurisdiction holds that any of the obligations or restrictions in this Section 15 are unreasonable or unenforceable as written, the court may reform the obligations or restrictions to make them enforceable, and the obligations and restrictions shall remain in full force and effect as reformed by the court.

     16. Breach of this Agreement. If a court of competent jurisdiction determines that either party has breached or failed to perform any part of this Agreement, the non-breaching party shall be entitled to injunctive relief to enforce the Agreement and the breaching party shall be responsible for paying the non-breaching party’s costs and attorneys’ fees incurred in enforcing the Agreement. This Section does not apply to any claims Executive may have regarding the Older Worker Benefit Protection Act.

     17. Severability. Should any of the provisions of this Agreement be rendered invalid by a court or government agency of competent jurisdiction, the remainder of this Agreement shall, to the fullest extent permitted by applicable law remain in full force and effect.

5


 

     18. No Admission. This Agreement shall not in any way be construed as an admission by either party of any acts of wrongdoing, violation of any statute, law or legal or contractual right.

     19. Ambiguities in the Agreement. The parties acknowledge that this Agreement has been drafted, prepared, negotiated and agreed to jointly, with advice of each party’s counsel, and to the extent that any ambiguity should appear, now or at any time in the future, latent or apparent, such ambiguity shall not be resolved or construed against either party.

     20. Confidentiality. Except as required by law or provided in this Agreement, each of the parties agrees to keep confidential the specific terms of this Agreement, and shall not disclose the terms of this Agreement or the circumstances of Executive’s resignation to any person except Executive’s spouse, the financial, tax and legal advisors of Executive and Company (and the executive officers and Board of Directors of Company), or as necessary to enforce this Agreement. Any disclosure made hereunder shall be made only on the condition that the party to whom disclosure is made agrees to protect the confidentiality of the information disclosed. This Agreement may be disclosed in, or filed as an exhibit to, any filing required to be made by the Company under any securities laws.

     21. Notices. All notices and other communications hereunder will be in writing. Any notice or other communication hereunder shall be deemed duly given if it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient as set forth:

     If to Executive:

David J. Edmondson
712
Arch Adams Street
Fort Worth, Texas 76016

     With a courtesy copy, which shall not constitute notice, to:

Weil, Gotshal & Manges LLP
200 Crescent Court,
Suite 300
Dallas, Texas 75201
Attention: D. Gilbert Friedlander

     If to Company:

RadioShack Corporation
300 RadioShack Circle
MS CF4-101
Fort Worth, Texas 76102
Attention: Senior Vice President — Chief Legal Officer
                    and Corporate Secretary

6


 

Any party may send any notice or other communication hereunder to the intended recipient at the address set forth using any other means (including personal delivery, expedited courier, messenger services, telecopy (sent to Company at 817.415.6593), telex, ordinary mail or electronic mail), but no such notice or other communication shall be deemed to have been duly given unless and until it is actually received by the intended recipient. Any party may change the address to which notices and other communications hereunder are to be delivered by giving the other party notice in the manner set forth herein.

     22. Counterpart Agreements. This Agreement may be executed in multiple counterparts, whether or not all signatories appear on these counterparts, and each counterpart shall be deemed an original for all purposes.

     23. Choice of Law/Venue. This Agreement shall be deemed performable by all parties in, and venue shall be in the state or federal courts located in, Tarrant County, Texas and the construction and enforcement of this Agreement shall be governed by Texas law without regard to its conflict of laws rules.

     24. No Assignment of Claims. Executive represents and warrants that he has not transferred or assigned to any person or entity any claim involving any of the Company Released Parties or any portion thereof or interest therein.

     25. Entire Agreement. Other than the Compensation Plans, this Agreement sets forth the entire agreement between the parties, and fully supersedes any and all prior agreements, understandings, or representations between the parties pertaining to the subject matter of this Agreement.

     26. Binding Effect of Agreement. This Agreement shall be binding upon Executive, Company and their heirs, administrators, representatives, executors, successors, and assigns.

     27. Time to Sign and Return Agreement. Executive acknowledges and agrees that he first received the original of this Agreement on or before February 20, 2006. Executive also understands and agrees that he has been given at least 21 calendar days from the date he first received this Agreement to obtain the advice and counsel of the legal representative of his choice and to decide whether to sign it. Executive acknowledges that he has been advised and has sought the advice of his own counsel. Executive understands that he may sign the Agreement at any time on or before the expiration of this 21-day period. Executive also understands that for seven calendar days after he signs this Agreement he has the right to revoke it, and that this Agreement will not become effective and enforceable until after the expiration of this seven-day period in which he did not exercise his right of revocation. Executive specifically understands and agrees that any attempt by him to revoke this Agreement after the seven-day period has expired is, or will be, ineffective. Executive represents and agrees that he has thoroughly discussed all aspects and effects of this Agreement with his attorney, that he has had a reasonable time to review the Agreement, that he fully understands all the provisions of the Agreement and that he is voluntarily entering into this Agreement. By signing this Agreement, Executive acknowledges the following:

I ACKNOWLEDGE THAT I HAVE CAREFULLY READ THE FOREGOING AGREEMENT, THAT I UNDERSTAND ALL OF ITS TERMS, AND THAT I AM ENTERING INTO IT

7


 

VOLUNTARILY. I FURTHER ACKNOWLEDGE THAT I AM AWARE OF MY RIGHTS TO REVIEW AND CONSIDER THIS AGREEMENT FOR 21 DAYS AND TO CONSULT WITH AN ATTORNEY ABOUT IT, AND STATE THAT BEFORE SIGNING THIS AGREEMENT, I HAVE EXERCISED THESE RIGHTS TO THE FULL EXTENT THAT I DESIRED.

[Signature page to follow.]

Executed as of February 20, 2006.

 

 

 

 

 

/s/ David J. Edmondson

 

 

 

 

David J. Edmondson

RADIOSHACK CORPORATION

 

 

 

By:

 

/s/ Thomas G. Plaskett

 

 

 

 

Name: Thomas G. Plaskett

 

 

Title: Director

9


 

Appendix A

COMPENSATION AND BENEFIT PLANS

1.

 

RadioShack Corporation Officers Deferred Compensation Plan

 

 

 

2.

 

RadioShack 401(k) Plan

 

 

 

3.

 

RadioShack Investment Plan

 

 

 

4.

 

RadioShack Employees Supplemental Stock Plan

 

 

 

5.

 

RadioShack Corporation 1985 Stock Option Plan

 

 

 

6.

 

Post Retirement Death Benefit Plan for Executive Employees of RadioShack Corporation and Subsidiaries

 

 

 

7.

 

RadioShack Corporation 1993, 1997, 1999 and 2001 Incentive Stock Plans

 

 

 

8.

 

The following stock option agreements:

 

 

Incentive Stock Plan(s) Stock Option Agreement (Nonqualified and Incentive Stock Options) dated February 24, 2005

 

 

 

 

 

 

Incentive Stock Plan(s) Stock Option Agreement (Nonqualified and Incentive Stock Options) dated February 20, 2004

 

 

 

 

 

 

Incentive Stock Plan(s) Stock Option Agreement dated February 20, 2003

 

 

 

 

 

 

Incentive Stock Plan(s) Stock Option Agreement (Nonqualified and Incentive Stock Options) dated January 2, 2002

 

 

 

 

 

 

Incentive Stock Plan Incentive Stock Option Agreement dated February 22, 2001

 

 

 

 

 

 

Incentive Stock Plan Nonqualified Stock Option Agreement dated February 22, 2001

 

 

 

 

 

 

1997 Incentive Stock Plan Incentive Stock Option Agreement dated May 18, 2000

 

 

 

 

 

 

1997 Incentive Stock Plan Nonqualified Stock Option Agreement dated May 18, 2000

 

 

 

 

 

 

Tandy Corporation 1997 Incentive Stock Plan Incentive Stock Option Agreement dated July 24, 1999

 

 

 

 

 

 

Tandy Corporation 1997 Incentive Stock Plan Nonqualified Stock Option Agreement dated July 24, 1999

 

 

 

 

 

 

Tandy Corporation 1997 Incentive Stock Plan Incentive Stock Option Agreement dated October 23, 1998

 

 

 

 

 

 

Tandy Corporation 1997 Incentive Stock Plan Nonqualified Stock Option Agreement dated October 23, 1998

 

 

 

 

 

 

Tandy Corporation 1993 Nonqualified Stock Plan Incentive Stock Option Agreement NO. 93-NSO-63 dated October 17, 1997

 

 

 

 

 

 

Tandy Corporation 1993 Incentive Stock Plan Incentive Stock Option Agreement NO. 93-ISO-0253 dated October 17, 1997

 

 

 

 

 

 

Tandy Corporation 1993 Incentive Stock Plan Incentive Stock Option Agreement NO. 93-ISO-0195 dated October 18, 1996

 

 

 

 

 

 

Tandy Corporation 1993 Incentive Stock Plan Nonqualified Stock Option Agreement NO. 93-NSO-0052 dated October 18, 1996

 

 

 

 

 

 

Tandy Corporation 1993 Incentive Stock Plan Incentive Stock Option Agreement NO. 93-ISO-143 dated October 20, 1995

 

 

 

 

 

 

Tandy Corporation 1993 Incentive Stock Plan Nonqualified Stock Option Agreement NO. 93-NSO-30 dated October 20, 1995

 

 

 

 

 

 

Tandy Corporation 1993 Incentive Stock Plan Incentive Stock Option Agreement NO. 93-ISO-118 dated December 16, 1994

 

 

 

 

 

 

Any other vested plans between Company and Executive.

10