Exhibit 10d
TANDY CORPORATION OFFICERS
DEFERRED COMPENSATION PLAN
(RESTATED)
ARTICLE ONE
PURPOSE
Section 1.1 The purpose of this Tandy Corporation Officers
Deferred Compensation Plan ("the Plan") is to enable Tandy
Corporation and its subsidiaries to secure and retain the
services of outstanding key executive personnel by providing
certain death and retirement benefits.
ARTICLE TWO
DEFINITIONS
Section 2.1 Beneficiary. The recipient(s) designated (in
accordance with Article Seven) by a Participant in the Plan
to whom benefits are payable following his death.
Section 2.2 Committee. The 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 Tandy.
Section 2.5 Leave of Absence. Any period during which:
(a) an Employee is absent with the prior consent of
Tandy, 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 Tandy 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 Tandy within the period during which his
reemployment rights are guaranteed by law.
Section 2.6 Participant. An Employee who has been selected
and has accepted a Plan Agreement as provided in Article
Three.
Section 2.7 Plan Agreement. The agreement between Tandy and
a Participant, entered into in accordance with Article Three,
and in the form of attached Exhibit "A" (as such form may be
amended from time to time hereunder).
Section 2.8 Plan Benefit Amount. Plan Benefit Amount means
the dollar amount set forth and so designated in a
Participant's Plan Agreement.
Section 2.9 Retirement. The following classifications of
Retirement as referred to in this Plan are defined as
follows:
(a) Early Retirement. The voluntary election, as
opposed to involuntary termination by Tandy, 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 Tandy at the date of attaining age
sixty-five (65) years.
(c) Late Retirement. The termination of a
Participant's service with Tandy after the Participant's
attaining the age of sixty-five (65) years.
Section 2.10 Tandy. 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 2.11 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 The Committee, in its sole and exclusive
discretion, shall select from among the key executive
employees of Tandy, candidates for participation in the Plan.
A candidate shall become a Participant only upon his
execution of a Plan Agreement and a Beneficiary Designation
Form.
ARTICLE FOUR
LIFE INSURANCE
Section 4.1 Tandy may obtain permanent life insurance
insuring the life of any Participant as a means of funding
Tandy's obligations to his Beneficiary in whole or part.
Tandy 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 Tandy
of any type, and on the contrary, their rights against Tandy
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 Tandy hereunder, the insurance carrier or
carriers or any reinsurance thereof successfully avoid(s)
payment to Tandy of the proceeds of its or their policy or
policies, or such proceeds are not payable because the
Participant's death results from suicide within two (2) years
of the issuance of such policy or within two (2) years of the
issuance to Tandy of additional policies obtained by Tandy
hereunder, then, in any of said events, notwithstanding any
other provisions of the Plan or of the Plan Agreement with
such Participant, Tandy 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 Tandy or the insurance company to
obtain such insurance coverage. If a Participant refuses to
cooperate in the securing of life insurance, or if Tandy 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 Tandy waives such
requirement in writing.
Section 4.4 All benefits under the Plan or Plan Agreement
represent an unsecured promise to pay by Tandy Corporation.
The Plan shall be unfunded and the benefits hereunder shall
be paid only from the general assets of Tandy Corporation
resulting in the Participants having no greater rights than
Tandy Corporation's general creditors; provided, however,
nothing herein shall prevent or prohibit Tandy Corporation
from establishing a trust or other arrangement for the
purpose of providing for the payment of the benefits payable
under the Plan or Plan Agreement.
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, Tandy agrees to pay to
Participant a Retirement benefit as follows:
(a) Normal Retirement. If a Participant retires at the
date of Normal Retirement, then Tandy agrees to pay to
Participant or to the designated Beneficiary of Participant
in the event of the death of Participant prior to the
termination of payment of Retirement benefits hereunder, all
from its general assets, an amount equal to such
Participant's Plan Benefit Amount, such sum to be paid as set
forth in Section 5.3 hereof.
(b) Early Retirement. If a Participant retires at a
time that constitutes an Early Retirement, then Tandy agrees
to pay to Participant or to the designated Beneficiary of
Participant in the event of the death of Participant prior to
the termination of payment of Early Retirement benefits
hereunder, all from its general assets, an amount equal to
such Participant's Plan Benefit Amount, reduced by five
percent (5%) per year for each year that Early Retirement
precedes the date of Normal Retirement. Such year shall be a
fiscal year beginning on the date a Participant attains age
fifty-five (55). Any reduction for a part of a year shall be
prorated on a daily basis assuming a 365-day year. Such
amount shall be paid as set forth in Section 5.3 hereof.
(c) Late Retirement. If a Participant retires at a
date that constitutes Late Retirement, then Tandy agrees to
pay to Participant or to the designated Beneficiary of
Participant in the event of the death of Participant prior to
the termination of payment of Late Retirement benefits
hereunder, all from its general assets, an amount equal to
such Participant's Plan Benefit Amount, reduced by a
percentage determined as follows:
Age on Date of Percent of Reduction
Late Retirement of Plan Benefit Amount
66 0%
67 0%
68 0%
69 0%
70 0%
71 20%
72 40%
73 60%
74 80%
75 100%
The percent of reduction of a Participant's Plan Benefit
Amount shall be measured on a fiscal year beginning on the
date of Participant's date of birth and shall commence on the
day after the date a Participant attains age 70, and any
reduction for a part of a year shall be prorated on a daily
basis at the applicable percentage assuming a 365-day year.
Such amount shall be paid as set forth in Section 5.3 hereof.
Section 5.2 Subject to the terms and conditions of the Plan,
upon the death of a Participant, but only if the Participant
is an Employee of Tandy at his death (except as set forth in
Section 5.2(c) below) and is not being paid benefits pursuant
to a Plan Agreement at such time, Tandy agrees to pay to his
Beneficiary from its general assets an amount equal to such
Participant's Plan Benefit Amount as reflected in Employee's
Plan Agreement or, as the case may be, in the last amendment
to his Plan Agreement. With respect to such benefits,
however, it is further provided that:
(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 Tandy
after the date of his Normal Retirement, then the amount
payable to his Beneficiary upon a Participant's death shall
be reduced as set forth in Section 5.1(c) hereof.
(c) The death of a Participant within the first year
after involuntary termination of employment with Tandy as
provided in Section 8.6 shall not defeat the right of such
Participant's Beneficiary to receive benefits under this
Section 5.2 so long as an event described in Section 8.5(a),
(b) or (c) occurs within one year of the date of termination
of the Participant's employment.
Section 5.3 Except as provided in Section 8.5, the aggregate
amount payable upon the Normal Retirement, Early Retirement,
Late Retirement benefits due and payable under Section 8.5 or
8.6 hereof, or death of a Participant to a Participant or his
Beneficiary shall be paid in one hundred twenty (120) equal
monthly installments commencing on the first day of the month
next following thirty (30) days after Retirement or after the
Committee's receipt of a certified death or proof of death
certificate verifying the Participant's death, or at the time
stated in Section 8.5 or 8.6 hereof. A Participant shall
notify Tandy 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 Tandy under any Plan Agreement shall
be liable for the debts or liabilities of either the
Participant or his Beneficiary, nor shall the same be subject
to seizure by any creditor of the Participant or his
Beneficiary under any writ or proceeding at law, in equity or
in Bankruptcy. Further, no Participant or Beneficiary shall
have power to sell, assign, transfer, encumber, or in any
manner anticipate or dispose of the benefits to which he is
entitled or may become entitled under a Plan Agreement.
Section 5.5
(a) During the period that Participant is receiving
benefits under a Plan Agreement and for one (1) year after
cessation of payment of benefits, Participant agrees that he
will not, either directly or indirectly, within the United
States of America or in any country of the world that Tandy
(or a 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 stockholder owning less than
five percent (5%) of the shares of a corporation whose shares
are traded on a stock exchange or in the over-the-counter
market by a member of the National Association of Securities
Dealers. "Consumer Electronic Products" are those type of
products sold at the retail level to the ultimate customer as
are advertised by 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, Tandy's obligation to a Participant to pay any
benefits hereunder shall automatically cease and terminate
and Tandy shall have no further obligation to such
Participant or Beneficiary pursuant to the Plan or the Plan
Agreement. Tandy 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 Tandy 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. Tandy
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 Tandy 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 Tandy 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 (1) or more persons or entities, such as dependents,
persons who are natural objects of the Participant's bounty,
an inter vivos or testamentary trust, or his estate. Such
Beneficiaries may be designated contingently or successively
as the Participant may direct. The designation of his
Beneficiary shall be made by the Participant on a Beneficiary
Designation Form to be furnished by the Committee and filed
with it.
Section 7.2 A Participant may change his Beneficiary, as he
may desire, by filing new and amendatory Beneficiary
Designation Forms with the Committee.
Section 7.3 In the event a Participant designates more than
one (1) Beneficiary to receive benefit payments
simultaneously, each such Beneficiary shall be paid such
proportion of such benefits as the Participant shall have
designated. If no such percentage designation has been made,
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
obligated to see to the proper application or expenditure of
any payments so made. Any payment made pursuant to the power
herein conferred upon the Committee shall operate as a
complete discharge of the obligations of Tandy 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
Tandy to bring a suit for interpleader in any appropriate
court, pay any amounts due into the court, and Tandy 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 Tandy 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, 8.6,
10.1, and 10.2 hereof, termination of a Participant's
employment by Tandy other than by reason of Retirement,
Permanent Disability or Leave of Absence, whether by action
of Tandy 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 Tandy
to continue the employment of a Participant, nor will either
limit the right of Tandy to terminate a Participant's
employment at any time, for any reason, with or without
cause.
Section 8.2 Except as provided in Sections 8.4, 8.5, 8.6,
10.1 and 10.2 hereof, participation in the Plan by a
Participant shall also terminate if the Plan or his Plan
Agreement is terminated by Tandy in accordance with Article
Ten.
Section 8.3 Except as provided in Sections 8.4, 8.5, 8.6,
10.1, and 10.2 hereof, upon termination of a Participant's
participation in the Plan, all of Tandy's obligations to the
Participant and his Beneficiary under the Plan and Plan
Agreement and each of them, shall terminate and be of no
further effect.
Section 8.4 Except as provided in Sections 8.5, 8.6, 10.1 and
10.2, if a Participant's participation in the Plan is
terminated, by:
(a) termination of the Plan;
(b) termination of a Plan Agreement; or
(c) termination of employment for any reasons other
than
(i) death or Retirement, which shall be governed by
Article Five, or
(ii) dishonest or fraudulent conduct of a Participant
or indictment of a Participant for a felony crime involving
moral turpitude, in which event no vesting under Section 8.4,
8.6, 10.1, or 10.2 shall occur,
then such Participant shall be entitled, as set forth below,
to a percentage of his Plan Benefit Amount as follows:
Age Attained at Date of Event Set
Forth in Section 8.4(a), (b) or (c) % Vested
Age 54 or younger 0%
Age 55 to age 65 A percent as determined
in 5.1(b) hereof
Age 65 to age 70 100%
Age 70 to age 75 A percent as determined
in 5.1(c) hereto
Age 75 and thereafter 0%
The amount payable under this Section 8.4 shall be
determined as of the date of the event set forth in Section
8.4(a), (b) or (c) hereof and such amount as so determined at
that time shall not be altered or changed thereafter except
that the provisions of Section 5.5 hereof shall remain fully
applicable during the Participant's employment by Tandy,
during the payment of benefits under this Section 8.4 and for
one (1) 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 Tandy.
Section 8.5 Notwithstanding anything to the contrary in the
Plan,
(a) In the event of a "Change in Control" (as
hereinafter defined), every Participant immediately shall be
vested with his Plan Benefit Amount determined without regard
to Section 5.1(b) but subject to Section 5.1(c). Such
retirement benefit shall be payable in a lump sum on the
first day of the month next following the date on which such
Participant's employment with Tandy Corporation terminates
for any reason (the "Termination Date"). Such lump sum
payment shall equal the present value of the Participant's
Plan Benefit Amount discounted for interest only at the
Pension Benefit Guaranty Corporation's Immediate Annuity Rate
used to value benefits for single-employer plans terminating
on the Termination Date, compounded semi-annually.
(b) Any Participant or Beneficiary who on the date of a
Change in Control was receiving benefits under the Plan shall
be entitled to receive a lump sum equal to the present value
of the remaining Plan Benefit Amount, payable on the first
day of the month next following the date of the Change in
Control, calculated in a manner consistent with Section
8.5(a).
Section 8.6 In the event that a Participant's employment with
Tandy Corporation is involuntarily terminated for any reason
other than those reasons set forth in Section 8.4(c)(ii), and
within a one-year period beginning on the date of such
termination there occurs a Change in Control, then such
Participant, or his Beneficiary if such Participant dies
after termination of employment, shall be entitled to receive
a lump sum equal to the present value of the Participant's
Plan Benefit Amount (determined in a manner consistent with
Section 8.5(a)), payable in a lump sum on the first day of
the month next following the date of the Change in Control.
Section 8.7 For purposes of the Program, "Change in Control"
shall mean any of the following events:
(a) An acquisition (other than directly from Tandy
Corporation) of any voting securities of Tandy Corporation
(the "Voting Securities") by any "Person" (as the term person
is used for purposes of Section 13(d) or 14(d) of the
Securities Exchange Act of 1934, as amended (the "1934 Act"))
immediately after which such Person has "Beneficial
Ownership" (within the meaning of Rule 13d-3 promulgated
under the 1934 Act) of fifteen percent (15%) or more of the
combined voting power of Tandy Corporation's then outstanding
Voting Securities; provided, however, in determining whether
a Change in Control has occurred, Voting Securities which are
acquired in a "Non-Control Acquisition" (as hereinafter
defined) shall not constitute an acquisition which would
cause a Change in Control. A "Non-Control Acquisition" shall
mean an acquisition by (1) an employee benefit plan (or a
trust forming a part thereof) maintained by (a) Tandy
Corporation or (b) any corporation or other Person of which a
majority of its voting power or its voting equity securities
or equity interest is owned, directly or indirectly, by Tandy
Corporation (for purposes of this Section 8.7, a "Tandy
Subsidiary"), (2) Tandy Corporation or its Tandy
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 Corporation's stockholders, of any new
director was approved by a vote of at least two-thirds of the
Incumbent Board, such new director shall, for purposes of 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 Corporation of:
(1) A merger, consolidation or reorganization
involving Tandy Corporation, unless
(i) the stockholders of Tandy Corporation,
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
Corporation, any Tandy Subsidiary, any employee benefit plan
(or any trust forming part thereof) maintained by Tandy
Corporation, 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 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";
(2) A complete liquidation or dissolution of Tandy
Corporation; or
(3) An agreement for the sale or other disposition
of all or substantially all of the assets of Tandy
Corporation 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 Voting Securities by Tandy
Corporation which, by reducing the number of Voting
Securities outstanding, increases the proportional number of
shares Beneficially Owned by the Subject Person, provided
that if a Change in Control would occur (but for the
operation of this sentence) as a result of the acquisition of
Voting Securities by Tandy Corporation, and after such share
acquisition by Tandy Corporation, 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 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 Tandy 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 Tandy;
in these and all other respects its decisions shall be
conclusive and binding upon all concerned.
Section 9.3 Tandy 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
OR PLAN AGREEMENTS
Section 10.1 Tandy reserves the right to terminate or amend
this Plan or any Plan Agreement, in whole or in part, at any
time, from time to time, by resolution of the Board of
Directors of 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 termination of employment (unless terminated for
reasons set forth in Section 8.4(c)(ii), in which event
benefits are forfeited) with Tandy 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,
(a) Sections 8.5, 8.6, 8.7, 8.8 and this Section 10.2
shall not be amended or terminated at any time.
(b) For a period of one (1) year following a Change in
Control, the Plan or Plan Agreement shall not be terminated
or amended in any way, nor shall the manner in which the Plan
is administered be changed in a way that adversely affects
the Participants' right to existing or future Tandy
Corporation provided benefits or contributions provided
hereunder, including, but not limited to, any change in, or
to, the eligibility requirements, benefit formulae and manner
and optional forms of payments.
(c) Any amendment or termination of the Plan prior to a
Change in Control which (i) was at the request of a third
party who has indicated an intention or taken steps
reasonably calculated to effect a Change in Control or (ii)
otherwise arose in connection with, or in anticipation of, a
Change in Control, shall be null and void and shall have no
effect whatsoever.
(d) In the event the Plan or any Plan Agreement is
terminated or adversely amended to the detriment of any
Participant and within a one-year period from the effective
date of any such amendment or termination a Change in Control
occurs, then any Participant so affected whose employment
with Tandy Corporation 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(d) shall not
apply to any Participant who, on the date of the Change in
Control, has previously retired or has otherwise voluntarily
terminated his employment with Tandy Corporation.
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 action brought by a Participant under the
Plan or Plan Agreement may be brought in the appropriate
state or federal court for Tarrant County, Texas, or for the
county wherein the Participant maintains his or her
residence. Any suit brought by Tandy Corporation under the
Plan may only be brought in the county wherein the
Participant maintains his or her residence, unless the
Participant consents to suit elsewhere.
Section 11.4 Any person born on February 29 shall be deemed
to have been born on the immediately preceding February 28
for all purposes of this Plan.
Section 11.5 This Plan shall be binding upon and inure to the
benefit of any successor of Tandy and any such successor
shall be deemed substituted for Tandy 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 Tandy.
Section 11.6 A Participant shall not be required to mitigate
the amount of any payment provided for in this Plan by
seeking other employment or otherwise.
Section 11.7 In the event that a Participant institutes any
legal action to enforce his rights under, or to recover
damages for breach of any of the terms of this Plan or any
Plan Agreement, the Participant, if he is the prevailing
party, shall be entitled to recover from Tandy all actual
expenses incurred in the prosecution of said suit including
but not limited to attorneys' fees, court costs, and all
other actual expenses.
Section 11.8 Notwithstanding all other provisions in the
Plan, in the event a Participant is entitled to benefits
under two (2) separate sections of the Plan, the maximum a
Participant may receive under this Plan is his Plan Benefit
Amount, payable in accordance with Section 5.3 hereof.
The original Plan was adopted by the Board of Directors on
June 27, 1986. This restated plan includes amendments
thereto pursuant to resolutions at meetings of the Board of
Directors of Tandy Corporation on January 20, 1989 and August
22, 1990.