Exhibit 10g
SPECIAL COMPENSATION PLAN
FOR DIRECTORS OF TANDY CORPORATION
ARTICLE ONE
PURPOSE
Section 1.1 The purpose of the Special Compensation Plan for
Directors of Tandy Corporation ("the Plan") is to afford
Tandy Corporation an additional opportunity to secure and
retain the services of outstanding Directors by providing,
subject to the provisions of the Plan, income payments to
Directors during their lifetimes and to their beneficiaries
following their death.
ARTICLE TWO
DEFINITIONS
Section 2.1 Tandy. Tandy Corporation, a Delaware
corporation.
Section 2.2 Beneficiary. The recipient(s) designated (in
accordance with Article Seven) by a Participant to whom
benefits are payable following his death.
Section 2.3 Committee. The Insurance Committee of Tandy
which shall administer the Plan in accordance with Article
Eight or such other committee that the Board of Directors of
Tandy may designate to administer this plan.
Section 2.4 Director. A director of Tandy elected in
accordance with the corporate charter and bylaws of Tandy.
Section 2.5 Disability. A physical or mental condition
which, in the opinion of the Committee, totally and
presumably permanently prevents a Director from substantially
performing duties of a Director. 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 2.6 Participant. A Director who is not an employee
of Tandy or any of its subsidiaries who has served as
Director of Tandy for sixty (60) consecutive months, who has
attained the age of sixty (60) years and who 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
(as such form may be amended from time to time hereunder).
Section 2.8 Plan Compensation. An amount as shown in the
Plan Agreement which initially shall be equal to sixty-six
and two-thirds percent (66-2/3%) of the basic compensation of
nonemployee Tandy Directors (calculated on a calendar year)
at the time of Retirement or death of a Participant. The fee
for acting as Board Committee Chairman is not included in
determining Plan Compensation.
Section 2.9 Retirement. The date a Participant ceases to be
a Director other than by death.
Section 2.10 Former Participant. A person who is not a
Director of Tandy and who is receiving benefits under the
provisions of this plan.
ARTICLE THREE
SELECTION OF PARTICIPANTS AND AGREEMENT TO PARTICIPATE
Section 3.1 Participation in the Plan by a Director is
voluntary and subject to his written acceptance of a Plan
Agreement executed by Tandy. 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 Tandy may obtain permanent life insurance
insuring the life of any Participant and others 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, and 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, then, the Plan
Agreement shall be of no force and effect as to a Participant
unless Tandy waives such requirement in writing. All
nonemployee Directors who become Participants at or after the
age of seventy (70) years shall not be subject to the
requirements of this Section 4.3. The benefits conferred
under this Plan are not contingent upon Tandy's being able to
secure life insurance on a Participant, provided the
Participant has met his obligations under Article Four.
ARTICLE FIVE
BENEFITS PAYABLE TO PARTICIPANTS AND TO
BENEFICIARIES OF PARTICIPANTS
Section 5.1 Subject to the terms and conditions of the Plan,
upon Retirement of a Participant, Tandy agrees to pay to
Participant a retirement benefit as follows:
If a Participant retires at or prior to the age of
seventy-two (72) years, excluding the Directors of Tandy were
Directors of the Corporation on April 1, 1980, 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
Plan Compensation times the number of years or a fraction
thereof a Participant served as a nonemployee Director,
reduced, in the event of the death of a Former Participant,
by the amounts already paid hereunder to such Former
Participant, such amounts to be paid as set forth in Section
5.3 hereof. If a Participant retires on the day following
the date the Participant attains the age of seventy-two (72)
years or thereafter, 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 Plan Compensation times
the number of years or a fraction thereof a Participant
served as a nonemployee Director, reduced in the event of the
death of a Former Participant, by the amounts already paid
hereunder to such Former Participant, reduced by a percentage
determined as follows:
At Date of Retirement, Percent of Reduction
Attainment of Age of Plan Compensation
73 33-1/3%
74 66-2/3%
75 100%
The percent of reduction 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
following the date a Participant attains age seventy-two
(72), 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, or a Former Participant,
Tandy agrees to pay to his Beneficiary from its general
assets an amount set forth in Section 5.1 hereof. Except for
the method of payment, the death of a Participant shall be
treated as though such Participant retired.
(a) No benefits shall be payable to the Beneficiary of
a Participant in those instances covered by Section 4.2;
(b) The death of a Former Participant shall not defeat
the right of such Participant's Beneficiary to receive
benefits under this Section 5.2.
Section 5.3 The aggregate amount payable upon the Retirement
of a Director who was a Participant shall be paid in equal
quarterly installments over a period equal to the number of
years (or fraction thereof) that the retired Director served
as a Director of Tandy or ten (10) years, whichever is the
lesser period of time, and shall be paid on the last day of
each calendar quarter in arrears, commencing on the last day
of the calendar quarter after Retirement or after the
Committee's receipt of a certified death or proof of death
certificate verifying the Participant's death. In the event
of the death of a Participant or a Former Participant, the
amount due to the Beneficiary shall be paid to Beneficiary in
one (1) lump sum unless Participant has designated otherwise
on the beneficiary designation form. 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, or its successor or
successors, 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.
Notwithstanding any other provision hereof to the contrary,
if a Former Participant is receiving payments from Tandy
under any other salary continuation plan or deferred
compensation plan, because of prior employment by Tandy of
such Former Participant, then no benefits or payments
hereunder shall commence until all benefits under such other
plan or plans have been paid in full by Tandy to the
participant or beneficiaries of such plan or plans.
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 a Director of
Tandy or 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 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, leasing, 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, Tandy's obligation to a
Participant to pay any Retirement or death 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
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. The foregoing
notwithstanding, it shall not be a violation of the foregoing
provisions if a Participant's or Former Participant's alleged
activities were not a violation at the time he entered into
such activity but thereafter became in violation of the
Section 5.5(a) because of Tandy's entry into the activity
also.
(b) (i) Upon written request of the Chairman of the
Board of Directors of Tandy, each Former Participant, who is
receiving benefits hereunder, shall at all reasonable times
and places make himself available for consultation concerning
matters of interest to Tandy. In the event that a Former
Participant fails to perform the consultation services
described in the immediately preceding sentence for a reason
other than physical or mental incapacity, then, upon
determination by the Committee that such a Former Participant
has failed to perform such services, such Committee's
decision is to be conclusive and binding upon all concerned,
and notwithstanding any other provisions of the Plan or of
the Plan Agreement with such Former Participant, Tandy's
obligation to pay any retirement or death benefits hereunder
shall cease and terminate and Tandy shall have no further
obligation to such Former Participant or Beneficiary pursuant
to the Plan or the Plan Agreement, unless the Former
Participant gives Notice of Appeal to the Board of Directors
of Tandy as provided in Section 5.1(b)(ii) below.
(ii) A Former Participant shall have 30 days from
the date of mailing of a notice of termination of benefits by
the Committee to the Former Participant's last known mailing
address in which to deliver written Notice of Appeal to the
Board of Directors of Tandy to either the Chairman of the
Board or the Corporate Secretary of Tandy, such written
notice to contain facts why the Committee's decision is
factually incorrect. No benefits will be paid under the Plan
or Plan Agreement from the time the Committee's decision is
made until such time as the Appeal is decided by the Board of
Directors of Tandy. Upon receipt of such written Notice of
Appeal from a Former Participant, the Chairman of the Board
shall have 120 days within which to present the appeal at a
regularly or specially called meeting of the Board of
Directors. The Board of Directors of Tandy shall make a
determination as to whether or not a Former Participant has
failed to perform the consultation services required under
Section 5.5(b)(i) hereof. Notwithstanding any other
provisions of the Plan or the Plan Agreement with such Former
Participant, the Board of Directors' decision is to be
conclusive and binding upon all concerned. Following a
decision by the Board of Directors to uphold the decision of
the Committee, Tandy shall have no further obligation to pay
such Participant or Beneficiary pursuant to the Plan or the
Plan Agreement. Following a Board decision to overturn the
decision of the Committee, any unpaid past due benefits will
be paid to the Former Participant or his Beneficiary (if
applicable), pursuant to the Plan or the Plan Agreement.
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. A Participant who
is Disabled shall notify Tandy of his date of Retirement as
provided in Section 5.3 hereof.
ARTICLE SIX
BENEFICIARIES OF PARTICIPANTS
Section 6.1 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 6.2 A Participant may change his Beneficiary, as he
may desire, by filing new and amendatory beneficiary
designation forms with the Committee.
Section 6.3 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 6.4 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 6.5 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 (1) 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
Tandy and of the Committee.
Section 6.6 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 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 Tandy from all further obligations with respect
to such payments.
ARTICLE SEVEN
TERMINATION OF PARTICIPATION
Section 7.1 Except as provided in Sections 7.4 and 9.1
hereof, termination of a Participant's service as a Director,
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 services of a Participant.
Section 7.2 Except as provided in Sections 7.4 and 9.1
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 Nine.
Section 7.3 Except as provided in Sections 7.4 and 9.1
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 7.4 Except as provided in Section 9.1, if a
Participant's participation in the Plan is terminated, by:
(a) termination of the Plan;
(b) termination of a Plan Agreement; or
(c) cessation to continue to serve as a Director for
reasons other than 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 Sections 7.4, 9.1 or Article
Five shall occur,
then such Participant shall be entitled to his Plan
Compensation as set forth in Article Five hereof.
The amount payable under this Section 7.4 shall be
determined as of the date of the event set forth in Section
7.4(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 engagement as a Director,
during the payment of benefits under this Section 7.4 and for
one (1) year after termination of service as a Director or
payment of benefits. The amount payable under this Section
7.4 shall be paid as set forth in Section 5.3.
ARTICLE EIGHT
ADMINISTRATION OF THE PLAN
Section 8.1 The Plan shall be administered by the Committee
of the Board of Directors of Tandy, as it is presently
constituted or as it may be changed or substituted from time
to time by the Board of Directors of Tandy.
Section 8.2 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 8.3 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 NINE
TERMINATION OR AMENDMENT OF THE PLAN OR PLAN AGREEMENTS
Section 9.1 Tandy 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 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
Participant's engagement as a Director of Tandy (unless
terminated for reasons set forth in Section 7.4(c), in which
event all benefits are forfeited) or the giving of notice of
Retirement.
ARTICLE TEN
MISCELLANEOUS
Section 10.1 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 10.2 The masculine gender, where appearing in the
Plan or Plan Agreement, shall be deemed to include the
feminine gender. The words "herein", "hereunder" or 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 10.3 Any suit against Tandy 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 Director agrees not to bring
any suit in any other county, state or countries. It is
agreed that Tandy 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 10.4 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 10.5 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 10.6 A Director shall not be required to mitigate the
amount of any payment provided for in this Plan by seeking
other employment or otherwise.
Section 10.7 In the event that a Director 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 Director, 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 attorney's fees, court costs, and all other actual
expenses.
Section 10.8 Notwithstanding all other provisions in the
Plan, in the event a Director is entitled to benefits under
two (2) separate sections of the Plan, the maximum a
Participant may receive under this Plan is the amount set
forth in Article Five, payable in accordance with Section 5.3
hereof.
DATED: November 13, 1986