Exhibit 10a
SALARY CONTINUATION PLAN
FOR EXECUTIVE EMPLOYEES
OF
TANDY CORPORATION
AND SUBSIDIARIES
(RESTATED)
ARTICLE ONE
PURPOSE
Section 1.1 The purpose of the Salary Continuation Plan for
Executive Employees of Tandy Corporation and Subsidiaries
(the "Plan") is to afford Tandy Corporation ("Tandy") an
additional opportunity to secure and retain the services of
outstanding key executive employees by providing, subject to
the provisions of the Plan, income payments to key executive
employees during their lifetimes after retirement and to
their beneficiaries following their death.
ARTICLE TWO
DEFINITIONS
Section 2.1 Beneficiary. The recipient(s) designated (in
accordance with Article Seven) by a Participant in the Plan
to whom benefits are payable following his death.
Section 2.2 Committee. The Insurance Committee of Tandy
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 an Employer.
Section 2.5 Employer. Tandy Corporation, a Delaware
Corporation, and those subsidiary corporations in which Tandy
owns at least eighty percent (80%) of the total combined
voting power of all classes of stock entitled to vote.
Section 2.6 Leave of Absence. Any period during which:
(a) an Employee is absent with the prior consent of his
Employer, which consent shall be granted under uniform rules
applied to all Employees on a nondiscriminatory basis, but
only if such person is an Employee immediately prior to the
commencement of such period of authorized absence and resumes
employment with Employer not later than the first working day
following the expiration of such period of authorized
absence; or
(b) an Employee is a member of the Armed Forces of the
United States and his reemployment rights are guaranteed by
law, but only if such person is an Employee immediately prior
to becoming a member of such Armed Forces and resumes
employment with Employer within the period during which his
reemployment rights are guaranteed by law.
Section 2.7 Participant. An Employee who has been selected
and has accepted a Plan Agreement as provided in Article
Three.
Section 2.8 Plan Agreement. The agreement between an
employer and a Participant, entered into in accordance with
Article Three (as such form may be amended from time to time
hereunder).
Section 2.9 Plan Compensation. An amount determined by the
Committee as set forth in the Plan Agreement with each
Participant, such amount to be determinative for the purposes
hereof regardless of a Participant's total compensation paid
by his Employer.
Section 2.10 Retirement. The following classifications of
Retirement as referred to in this Plan are defined as follows:
(a) Early Retirement. The voluntary election, as
opposed to involuntary termination by Employer, prior to the
Participant's attaining the age of sixty-five (65) years, by
a Participant to terminate his employment after attaining the
age of fifty-five (55) years.
(b) Normal Retirement. The termination of a
Participant's service with Employer at the date of attaining
age sixty-five (65) years.
(c) Late Retirement. The termination of a Participant's
service with Employer after the Participant's attaining the
age of sixty-five (65) years.
ARTICLE THREE
SELECTION OF PARTICIPANTS AND
AGREEMENT TO PARTICIPATE
Section 3.1 Participation in the Plan shall be limited to
those Employees of Employer who shall be selected for
participation by the Committee, whose decisions in this
respect shall be conclusive.
Section 3.2 Participation in the Plan by an Employee so
selected by the Committee is voluntary and subject to his
written acceptance of a Plan Agreement executed by Employer
and submitted to him by the Committee. Unless and until a
Plan agreement has been so submitted to and accepted by him,
he shall not become a Participant.
Section 3.3 Subject to Section 8.4 hereof, the Committee
reserves the right, at its discretion, and without prejudice
or liability, to terminate any Plan Agreement with any
Participant of any Employer at any time prior to the
Participant's retirement or death.
ARTICLE FOUR
LIFE INSURANCE
Section 4.1 Employer may obtain permanent life insurance
insuring the life of any Participant as a means of funding
Employer's obligations to his Beneficiary in whole or part.
Employer shall be the sole owner and beneficiary of all such
policies of insurance so obtained and of all incidents of
ownership therein, including without limitation, the rights
to all cash and loan values, dividends (if any), death
benefits and the right to terminate. No Beneficiary or
Participant shall be entitled to any rights, interests or
equities in such policies or to any specific asset of
Employer of any type, and on the contrary, their rights
against Employer under the Plan shall be solely as general
creditors.
Section 4.2 If as a result of misrepresentations made by a
Participant in any application for life insurance upon his
life obtained by Employer hereunder, the insurance carrier or
carriers or any reinsurance thereof successfully avoid(s)
payment to Employer of the proceeds of its or their policy or
policies, or such proceeds are not payable because the
Participant's death results from suicide within two years of
the issuance of such policy or within two years of the
issuance to Employer of additional policies obtained by
Employer hereunder, then, in any of said events, and
notwithstanding any other provisions of the Plan or of the
Plan Agreement with such Participant, Employer shall have no
obligation to his Beneficiary to provide any of the death
benefits otherwise payable under the terms thereof.
Section 4.3 Each Participant shall cooperate in the securing
of life insurance on his life by furnishing such information
as the insurance company may require, taking such physical
examinations as may be necessary, and taking any other action
which may be requested by the Employer or the insurance
company to obtain such insurance coverage. If a Participant
refuses to cooperate in the securing of life insurance, or if
Employer is unable to secure life insurance at standard rates
on a Participant, then, the Plan Agreement shall be of no
force and effect as to a Participant unless Employer waives
such requirement in writing.
ARTICLE FIVE
BENEFITS PAYABLE TO PARTICIPANTS AND
TO BENEFICIARIES OF PARTICIPANTS
Section 5.1 Subject to the terms and conditions of the Plan,
upon the Retirement of a Participant, Employer agrees to pay
to Participant a Retirement benefit as follows:
(a) Normal Retirement. If a Participant retires at the
date of Normal Retirement, then Employer agrees to pay to
Participant or to the designated Beneficiary of Participant
in the event of the death of Participant prior to the
termination of payment of Retirement benefits hereunder, all
from its general assets, an amount equal to five hundred
percent of Plan Compensation, such sum to be paid as set
forth in Section 5.3 hereof.
(b) Early Retirement. If a Participant retires at a
time that constitutes an Early Retirement, then, Employer
agrees to pay to Participant or to the designated Beneficiary
of Participant in the event of the death of Participant prior
to the termination of payment of Early Retirement benefits
hereunder, all from its general assets, an amount equal to
five hundred percent of Plan Compensation, reduced by five
percent per year for each year that Early Retirement precedes
the date of Normal Retirement. Such year shall be a fiscal
year beginning on the date a Participant attains age
fifty-five (55). Any reduction for a part of a year shall be
prorated on a daily basis assuming a 365 day year. Such
amount shall be paid as set forth in Section 5.3 hereof.
(c) Late Retirement. If a Participant retires at a date
that constitutes Late Retirement, then, Employer agrees to
pay to Participant or to the designated Beneficiary of
Participant in the event of the death of Participant prior to
the termination of payment of Late Retirement Benefits
hereunder, all from its general assets, an amount equal to
five hundred percent of Plan Compensation, reduced by a
percentage determined as follows:
At Date of Late Retirement Percent of Reduction of
Attainment of Age 500% of Plan Compensation
66 0%
67 0%
68 0%
69 0%
70 0%
71 20%
72 40%
73 60%
74 80%
75 100%
The percent of reduction of five hundred percent of Plan
Compensation shall be measured on a fiscal year beginning on
the date of a Participant's date of birth and shall commence
on the day after the date a Participant attains age 70, and
any reduction for a part of a year shall be prorated on a
daily basis at the applicable percentage assuming a 365 day
year. Such amount shall be paid as set forth in Section 5.3
hereof.
Section 5.2 Subject to the terms and conditions of the Plan,
upon the death of a Participant, but only if the Participant
is an Employee of Employer at his death and is not entitled
to Retirement benefits pursuant to a Plan Agreement at such
time, Employer agrees to pay to his Beneficiary from its
general assets an amount equal to five hundred percent of
Plan Compensation as reflected in Employee's Plan Agreement
or, as the case may be, in the last amendment to his Plan
Agreement. With respect to such benefits, however, it is
further provided that:
(a) No benefits shall be payable to the Beneficiary of a
Participant in those instances covered by Section 4.2;
(b) If a Participant dies while an Employee of Employer
after the date of his Normal Retirement, then the amount
payable to his Beneficiary upon a Participant's death shall
be reduced as set forth in Section 5.1(c) hereof.
Section 5.3 The aggregate amount payable upon the Normal
Retirement, Early Retirement, Late Retirement or death of a
Participant to a Participant or his Beneficiary shall be paid
in 120 equal monthly installment payments commencing on the
first day of the month next following thirty (30) days after
Retirement or after the Committee's receipt of a certified
death or proof of death certificate verifying the
Participant's death. A Participant shall notify Employer 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, Tandy Corporation, 1800
One Tandy Center, 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 5.4 Until actually paid and delivered to the
Participant or to the Beneficiary entitled to same, none of
the benefits payable by Employer under any Plan Agreement
shall be liable for the debts or liabilities of either the
Participant or his Beneficiary, nor shall the same be subject
to seizure by any creditor of the Participant or his
Beneficiary under any writ or proceeding at law, in equity or
in bankruptcy. Further, no Participant or Beneficiary shall
have power to sell, assign, transfer, encumber, or in any
manner anticipate or dispose of the benefits to which he is
entitled or may become entitled under a Plan Agreement.
Section 5.5 After Participant has attained the age of
fifty-five (55) and is an Employee of Employer, or during the
period that Participant is receiving Retirement benefits
under a Plan Agreement, and for one year after cessation of
employment after attaining the age of fifty-five (55) for any
reason or for one year after cessation of payment of
Retirement benefits, whichever shall last occur, Participant
agrees that he will not, either directly or indirectly,
within the United States of America or in any country of the
world that Tandy sells, imports, exports, assembles, packages
or furnishes its products, articles, parts, supplies,
accessories or services or is causing them to be sold,
imported, exported, assembled, packaged or furnished through
related entities, representatives, agents, or otherwise, own,
manage, operate, join, control, be employed by, be a
consultant to, be a partner in, be a creditor of, engage in
joint operations with, be a stockholder, officer or director
of any corporation, sole proprietorship or business entity of
any type, or participate in the ownership, management,
direction, or control or in any other manner be connected
with, any business of manufacturing, designing, programming,
servicing, repairing, selling, ceasing, or renting any
products, articles, parts, supplies, accessories or services
which is at the time of Participant's engaging in such
conduct competitive with products, articles, parts, supplies,
accessories or services manufactured, sold, imported,
exported, assembled, packaged or furnished by Tandy, except
as a shareholder owning less than five percent (5%) of the
shares of a corporation whose shares are traded on a stock
exchange or in the over-the-counter market by a member of the
National Association of Securities Dealers. In the event
that a Participant takes Retirement and engages in any of the
activities described in the immediately preceding sentence,
or engaged in any of such activities prior to Retirement,
then, without any further notification, and upon
determination by the Committee that such a Participant is
engaged or has engaged in such activities, such Committee's
decision to be conclusive and binding upon all concerned, and
notwithstanding any other provisions of the Plan or of the
Plan Agreement with such Participant, Employer's obligation
to a Participant to pay any Retirement or Death benefits
hereunder shall automatically cease and terminate, and
Employer shall have no further obligation to such Participant
or Beneficiary pursuant to the Plan or the Plan Agreement.
Employer may enforce this provision by suit for damages which
shall include but not be limited to all sums paid to
Participant hereunder, or for injunction, or both.
Section 5.6 Employer may liquidate out of the interest of a
Participant hereunder, but only as Retirement or death
benefits become due and payable hereunder, any outstanding
loan or loans or other indebtedness of a Participant.
Employer may elect not to distribute Retirement or death
benefits to any Participant or to a Beneficiary unless and
until all unpaid loans or other indebtedness due to Employer
from such Participant, together with interest, have been paid
in full.
Section 5.7 Subject to termination or amendment of the Plan,
Plan Agreement, or both, a Participant's participation in the
Plan shall continue during his Disability or his taking a
Leave of Absence. A Participant who is Disabled or on Leave
of Absence shall notify Employer of his date of Retirement as
provided in Section 5.3 hereof.
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 or more persons or entities, such as dependents,
persons who are natural objects of the Participant's bounty,
an inter vivos or testamentary trust, or his estate. Such
Beneficiaries may be designated contingently or successively
as the Participant may direct. The designation of his
Beneficiary shall be made by the Participant on a Beneficiary
Designation Form to be furnished by the Committee and filed
with it.
Section 7.2 A Participant may change his Beneficiary, as he
may desire, by filing new and amendatory Beneficiary
Designation Forms with the Committee.
Section 7.3 In the event a Participant designates more than
one 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, the Committee
shall hold all benefit payments until the Beneficiaries agree
as to the distribution of the funds or a judicial
determination has been made.
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.
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
obliged to see to the proper application or expenditure of
any payments so made. Any payment made pursuant to the power
herein conferred upon the Committee shall operate as a
complete discharge of the obligations of Employer and of the
Committee.
Section 7.6 If the Committee has any doubt as to the proper
Beneficiary to receive payments hereunder, the Committee
shall have the right to withhold such payments until the
matter is finally adjudicated or, the Committee may direct
Employer to bring a suit for interpleader in any appropriate
court, pay any amounts due into the court, and Employer
and/or Committee shall have the right to recover its
reasonable attorney's fees from such proceeds so paid or to
be paid. Any payment made by the Committee, in good faith
and in accordance with this Plan, shall fully discharge the
Committee and Employer from all further obligations with
respect to such payments.
ARTICLE EIGHT
TERMINATION OF PARTICIPATION
Section 8.1 Except as provided in Section 8.4 hereof,
termination of a Participant's employment by Employer other
than by reason of Retirement, Permanent Disability or Leave
of Absence, whether by action of Employer or the
Participant's resignation, shall terminate the Participant's
participation in the Plan. Neither the Plan nor the Plan
Agreement shall in any way obligate Employer to continue the
employment of a Participant, nor will either limit the right
of Employer to terminate a Participant's employment at any
time, for any reason, with or without cause.
Section 8.2 Except as provided in Section 8.4 hereof,
participation in the Plan by a Participant shall also
terminate upon the happening of any of the following:
(a) The Plan is terminated by Employer in accordance
with Article Ten; or
(b) His Plan Agreement is terminated by Employer or the
Committee in accordance with Section 3.3.
Section 8.3 Except as provided in Section 8.4 hereof, upon
termination of a Participant's participation in the Plan, all
of Employer's obligations to the Participant and his
Beneficiary under the Plan and Plan Agreement and each of
them, shall terminate and be of no further effect.
Section 8.4 If a Participant's participation in the Plan is
terminated, by:
(a) termination of the Plan;
(b) termination of a Plan Agreement; or
(c) termination of employment for any reasons other than
(i) Death or Retirement, which shall be governed by
Article Five, or
(ii) dishonest or fraudulent conduct of a
Participant or indictment, or the possibility
of indictment of a Participant of a felony
crime involving moral turpitude, in which event
no vesting under this Section 8.4 shall occur,
then such Participant shall be entitled, as set forth below,
to a percentage of five hundred percent of his Plan
Compensation as follows:
Age Attained at Date of Event Set
Forth in 8.4(a), (b) or (c) % Vested
Age 54 or younger 0%
Age 55 to age 65 A percent as determined
in Section 5.1(b) hereof
Age 65 to age 70 100%
Age 70 to age 75 A percent as determined
in Section 5.1(c) hereto
Age 75 and thereafter 0%
The amount payable under this Section 8.4 shall be determined
as of the date of the event set forth in Section 8.4(a), (b)
or (c) hereof and such amount as so determined at that time
shall not be altered or changed thereafter except that the
provisions of Section 5.5 hereof shall remain fully
applicable during the Participant's employment by Employer,
during the payment of benefits under this Section 8.4 and for
one year after termination of employment or 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 Employer.
ARTICLE NINE
ADMINISTRATION OF THE PLAN
Section 9.1 The Plan shall be administered by the Insurance
Committee of the Board of Directors of Tandy, as it is
presently constituted or as it may be changed from time to
time by the Board of Directors of Tandy.
Section 9.2 In addition to the express powers and
authorities accorded the Committee under the Plan, it shall
be responsible for:
(a) Construing and interpreting the Plan;
(b) Computing and certifying to Employer the amount of
benefits to be provided in each Plan Agreement for
the Participant or the Beneficiary of the
Participant; and
(c) determining the right of a Participant or a
Beneficiary to payments under the Plan and otherwise
authorizing disbursements of such payments by
Employer;
in these and all other respects its decisions shall be
conclusive and binding upon all concerned.
Section 9.3 Employer agrees to hold harmless and indemnify
the members of the Committee against any and all expenses,
claims and causes of action by or on behalf of any and all
parties whomsoever, and all losses therefrom, including
without limitation the cost of defense and attorney's fees,
based upon or arising out of any act or omission relating to
or in connection with the Plan other than losses resulting
from any such Committee member's fraud or willful misconduct.
ARTICLE TEN
TERMINATION OR AMENDMENT OF THE PLAN
Section 10.1 Employer reserves the right to terminate or
amend this Plan, in whole or in part, at any time, or from
time to time, by resolution of its Board of Directors,
provided, only, that no such termination or amendment shall
affect those rights and benefits previously vested in a
Participant or a Beneficiary under Section 8.4 hereof.
ARTICLE ELEVEN
MISCELLANEOUS
Section 11.1 The Plan and Plan Agreement and each of their
provisions shall be construed and their validity determined
under the laws of the State of Texas.
Section 11.2 The masculine gender, where appearing in the
Plan or Plan Agreement, shall be deemed to include the
feminine gender. The words "herein", "hereunder" and other
similar compounds of the word "here" shall mean and refer to
the entire Plan and Plan Agreement, not to any particular
provision, section or subsection, and words used in the
singular or plural may be construed as though in the plural
or singular where they would so apply.
Section 11.3 Any suit against Employer or the Committee or
any member thereof concerning any provisions hereunder, the
construction of the Plan, payment of benefits hereunder, or
in any other manner connected with this Plan may only be
brought in the appropriate state or federal court located in
Tarrant County, Texas, and each Participant agrees not to
bring any suit in any other county, state or countries. It
is agreed that Employer may bring any suit to enforce the
provisions of Section 5.5 hereof in the appropriate state or
federal court located in Tarrant County, Texas.
Section 11.4 Any person born on February 29 shall be deemed
to have been born on the immediately preceding February 28
for all purposes of this Plan.
Section 11.5 This Plan shall be binding upon and inure to
the benefit of any successor of Employer and any such
successor shall be deemed substituted for Employer under the
terms of this Plan. As used in this Plan, the term "successor"
shall include any person, firm, corporation, or
other business entity which at any time, whether by merger,
purchase, or otherwise, acquires all or substantially all of
the assets or business of Employer.
The Salary Continuation Plan for Executive Employees of
Tandy Corporation and Subsidiaries (the "Plan") was adopted
November 8, 1979. This copy of the Plan has been restated to
include amendments to the Plan pursuant to resolution at a
special meeting of the Board of Directors of Tandy
Corporation on April 27, 1984.