Exhibit 10c
POST RETIREMENT DEATH BENEFIT PLAN
FOR SELECTED EXECITOVE EMPLOYEES
OF
TANDY CORPORATION
AND SUBSIDIARIES
RE-STATED PLAN
BOARD OF DIRECTORS MEETING, JANUARY 26, 1989
ARTICLE ONE
PURPOSE
Section 1.1 The purpose of the Post Retirement Death Benefit
Plan for Selected 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
their beneficiaries following the death of the key executive
employee.
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 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 non-discriminatory
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 re-employment 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 re-employment 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 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.
Section 2.10 Tandy Subsidiary. Any corporation in which
Tandy owns at least eighty percent (80%) of the total
combined voting power of all classes of stock entitled to
vote.
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.
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 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 all 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 the Employer
waives such requirement in writing.
Section 4.4 All benefits under the Plan or Plan Agreement
represent an unsecured promise to pay by Tandy. The Plan
shall be unfunded and the benefits hereunder shall be paid
only from the general assets of Tandy resulting in the
Participants and Beneficiaries having no greater rights than
Tandy's general creditors; provided, however, nothing herein
shall prevent or prohibit Tandy 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.
ARTICLE FIVE
BENEFITS PAYABLE TO BENEFICIARIES
Section 5.1 Subject to the terms and conditions of the Plan,
upon the death of a Participant in Retirement, Employer
agrees to pay to Beneficiary a retirement benefit as follows:
(a) Normal Retirement. If a Participant retires at a
time that constitutes Normal Retirement, then, upon the
death of such retired Participant, Employer agrees to
pay to the designated Beneficiary of such deceased
Participant, all from its general assets, a total amount
equal to the amount set forth in the Plan Agreement,
such amount 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, upon
the death of such retired Participant, Employer agrees
to pay to the designated Beneficiary of such deceased
Participant a total amount equal to the amount set forth
in the Plan Agreement, 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
time that constitutes Late Retirement, then, upon the
death of such retired Participant, Employer agrees to
pay to the designated Beneficiary of such deceased
Participant, all from its general assets, a total amount
equal to the amount set forth on the Plan Agreement,
reduced by a percentage determined as follows:
At Date of Late Retirement
Attainment of Age Percent of Reduction
66 0%
67 0%
68 0%
69 0%
70 0%
71 20%
72 40%
73 60%
74 80%
75 100%
The percent of reduction 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 in Retirement, Employer
agrees to pay to his Beneficiary from its general assets an
amount equal to the amount set forth in the Plan Agreement
reduced as provided in Section 5.1 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: No
benefits shall be payable to the Beneficiary of a Participant
in those instances covered by Section 4.2.
Section 5.3 Except as provided in Section 8.5, the aggregate
amount payable upon the death of a Participant in Retirement
to 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 the Committee's receipt
of a certified death or proof of death certificate verifying
the retired Participant's death. A Beneficiary shall notify
Employer of death by hand delivery or by certified or
registered mail, return receipt requested, postage prepaid,
of a written notice of death specifying the date of death,
such written notice to be addressed to: Organization and
Compensation 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 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
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
(a) During the period that Participant is in Retirement
or vested under Sections 8.5 or 10.2, 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 (or Tandy 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 Tandy at
retail, 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. "Consumer Electronic
Products" are those types of products sold at the retail
level to the ultimate customer as are advertised by
Tandy 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.
(b) In the event that a Participant engages in any of
the activities described in Section 5.5(a) Tandy 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,
Employer's obligation to a Participant to pay any
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 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 Employer may liquidate out of the interest of a
Participant hereunder, but only as death benefits become due
and payable hereunder, any outstanding loan or loans or other
indebtedness of a deceased Participant. Employer may elect
not to distribute death benefits to a Beneficiary unless and
until all unpaid loans or other indebtedness due to Employer
from such deceased 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 by
notification in writing to the Committee at the address and
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 Participant's 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:
(a) directly to such person unless such person shall be
an infant or shall have been legally adjudicated
incompetent at the time of the payment;
(b) 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;
(c) 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
(d) 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 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 Sections 8.4, 8.5, 10.1 and
10.2 hereof, termination of a Participant's employment by
Employer other than by reason of Retirement, 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 Sections 8.4, 8.5, 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 Tandy in accordance with Article Ten.
Section 8.3 Except as provided in Sections 8.4, 8.5, 10.1 and
10.2, 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 Except as provided in Sections 8.5, 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 reason other than
(i) Dishonest or fraudulent conduct, or
(ii) Indictment of a Participant for a felony crime
involving moral turpitude (in which event no
vesting of Section 8.4(a) or (b) or 10.1
shall occur).
then upon death after Retirement of the Participant, such
ceased Participant's Beneficiary shall be entitled, as set
forth below, to a percentage of the amount set forth in the
Plan Agreement 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 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) hereof
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. The amount payable under this Section 8.4 shall
be paid as set forth in Section 5.3 hereunder. No benefits
shall be payable under this Section 8.4 if Participant is
employed by employer at the date of his death.
Section 8.5 Notwithstanding anything to the contrary in the
Plan or Plan Agreement,
(a) In the event of a Change in Control, as hereinafter
defined, every Participant immediately shall be vested
with the full amount set forth in his Plan Agreement
without regard to Section 5.1(b) but subject to Section
5.1(c). Such Plan Agreement Amount shall be payable to
the Participant's Beneficiary in a lump sum on the
first day of the month next following the date on which
such Participant dies. Such lump sum payment shall
equal the present value of the Participant's Plan
Agreement Amount discounted at the Pension Benefit
Guaranty Corporation's Immediate Annuity Rate used to
value benefits for single-employer plans terminating on
the date of the Participant's death, compounded
semi-annually.
(b) Any Beneficiary who, on the date of the Change in
Control, was receiving benefits under the Plan or Plan
Agreement shall be entitled to receive a lump sum equal
to the present value of the Beneficiary's remaining
amount set forth in the Plan Agreement, calculated in a
manner consistent with Section 8.5(a).
Section 8.6 In the event that a Participant's employment with
Employer is involuntarily terminated for any reason other
than those reasons set forth in Section 8.4(c)(i) and (ii),
and within a one-year period beginning on the date of such
termination there occurs a Change in Control, then such
Participant's Beneficiary shall be entitled to receive a lump
sum equal to the present value of the amount set forth in the
Participant's Plan Agreement (calculated in a manner
consistent with Section 8.5(a), payable on the first day of
the month next following the Participant's death.
Section 8.7 For purposes of the Plan, "Change in Control"
shall mean any of the following terms:
(a) An acquisition (other than directly from Tandy) of
any voting securities of Tandy (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 Tandy'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 (1) an employee benefit
plan (or a trust forming a part thereof) maintained by
(a) Tandy 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 Tandy (for purposes of this Sectin
8.7, a "Tandy Subsidiary"), (2) Tandy or its
Subsidiaries, or (3) any Person in connection with a
"Non-Control Transaction" (as hereinafter defined).
(b) The individuals who, as of August 22, 1990, 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 Tandy'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 the 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) Approval by stockholders of Tandy of:
(1) A merger, consolidation or reorganization
involving Tandy, unless
(i) the stockholders of Tandy, immediately
before such merger, consolidation or
reorganization, own, directly or indirectly
immediately following such merger,
consolidation or reorganization, at least
sixty percent (60%) of the combined voting
power of the outstanding voting securities of
the corporation resulting from such merger or
consolidation or reorganization (the
"Surviving Corporation") in substantially the
same proportion as their ownership of the
Voting Securities immediately before such
merger, consolidation or reorganization,
(ii) the individuals who were members of the
Incumbent Board immediately prior to the
execution of the agreement providing for such
merger, consolidation or reorganization
constitute at least two-thirds of the members
of the board of directors of the Surviving
Corporation,
(iii) no Person [other than Tandy, any
Subsidiary, any employee benefit plan (or any
trust forming a part thereof) maintained by
Tandy, the Surviving Corporation, or any Tandy
Subsidiary, or any Person who, immediately
prior to such merger, consolidation or
reorganization 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
(iv) a transaction described in clauses (i)
through (iii) shall herein be referred to as a
"Non-Control Transaction";
(v) A complete liquidation or dissolution of
Tandy; or
(vi) An agreement for the sale or other
disposition of all or substantially all of the
assets of the Company to any Person (other
than a transfer to a Tandy Subsidiary).
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 outstanding Voting Securities as
a result of the acquisition of Votin Securities by Tandy
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
sentence) as a result of the acquisition of Voting Securities
by Tandy, and after such share acquisition by Tandy, the
Subject Person becomes the Beneficial 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.
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
Organization and Compensation 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.
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
Beneficiary of the Participant; and
(c) Determining the right of 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 attorneys' 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
OR PLAN AGREEMENT
Section 10.1 Employer reserves the right to terminate or
amend this Plan or any Plan Agreement, in whole or in part,
at any time, or from time to time, by resolution of the Board
of Directors of Tandy, 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 death of a Participant (unless his employment was
terminated for reasons set forth in Section 8.4(c)(i) and
(ii), in which event all benefits are forfeited) with
Employer 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 or Plan Agreement,
(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 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' or
Beneficiary's right to existing or future Tandy
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 or Plan
Agreement 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 or Beneficiary and within a one-year period
from the effective date of any such amendment or
termination a Change in Control occurs, then the
Beneficiaries of any Participant whose employment with
Employer is terminated, 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(e)
shall not apply to any Beneficiary of any Participant
who, on the date of the Change in Control, has
previously retired or has otherwise voluntarily
terminated his employment with Employer.
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 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 or
Beneficiary 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 or
Beneficiary maintains his or her residence. Any suit brought
by Tandy under the Plan may only be brought in the county
wherein the Participant or Beneficiary maintains his or her
residence, unless the Participant or Beneficiary 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 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.
DATED: June 10, 1991
The foregoing plan was adopted 11/12/86, and includes
amendments adopted on 1/26/89 and on 8/22/90.