Exhibit 10i
TANDY CORPORATION
1985 STOCK OPTION PLAN
(Restated August, 1990)
Section 1. Establishment.
Tandy Corporation, a Delaware corporation, ("Company")
hereby establishes a stock option plan to be named the Tandy
Corporation 1985 Stock Option Plan ("Plan") for officers and
key employees of the Company and its subsidiaries.
Section 2. Purpose.
(a) The purpose of the Plan is to induce officers and
key employees of the Company and its subsidiaries, who are in
a position to contribute materially to the prosperity
thereof, to remain with the Company or its subsidiaries, to
offer them incentives and rewards in recognition of their
share in the Company's progress, and to encourage them to
continue to promote the best interests of the Company and its
subsidiaries. The Plan will also aid the Company and its
subsidiaries in competing with other enterprises for the
services of new key personnel needed to help insure their
continued development.
(b) Options granted to an optionee shall be either
Incentive Stock Options within the meaning of Section 422A of
the Internal Revenue Code of 1986, as amended, or
nonstatutory stock options.
Section 3. Administration.
(a) The Plan shall be administered by the Board of
Directors (excluding directors who are eligible or have been
eligible within the preceding 12 months to receive options,
stock or stock appreciation rights under the Plan or any
other plan of the Company or any of its affiliates) which
shall, acting upon the recommendations of a committee of
three or more directors not excluded as aforesaid (the
"Committee") appointed or designated by the Board of
Directors from time to time, determine the individuals to
receive options, the time when they shall receive them, the
number of shares to be subject to each option, and shall
designate any such option as an Incentive Stock Option or a
Nonstatutory Stock Option.
(b) The Board of Directors (or the Committee if so
authorized by the Board of Directors) shall have the
authority (i) to exercise all of the powers granted to it
under the Plan, (ii) to construe, interpret and implement the
Plan and any Stock Option Agreements executed pursuant to
Section 14, (iii) to prescribe, amend and rescind rules and
regulations relating to the Plan, (iv) to make all
determinations necessary or advisable in administering the
Plan, and (v) to correct any defect, supply any omission and
reconcile any inconsistency in the Plan.
(c) The determination of the Board of Directors (or the
Committee if so authorized by the Board of Directors) on all
matters relating to the Plan or any Plan agreement shall be
conclusive.
(d) No member of the Board of Directors or the
Committee shall be liable for any action or determination
made in good faith with respect to the Plan or any award
thereunder.
Section 4. Total Number of Shares to be Optioned.
(a) The number of shares of common stock ($1.00 par
value) of the Company which may be issued upon exercise of
options under the Plan shall not exceed two million
(2,000,000) shares (subject to adjustment as provided in
Section 11 hereof). The shares sold under the Plan may be
either issued shares reacquired by the Company at any time or
authorized but unissued shares, as the Board of Directors
from time to time may determine.
(b) In the event that any outstanding options under the
Plan expire or are terminated for any reason, the shares of
common stock of the Company allocable to the unexercised
portion of all of such options may again be subject to the
grant of options under the Plan.
Section 5. Eligibility.
(a) Options shall be granted only to officers and key
employees of the Company or its subsidiaries who, if
eligible, are active participants in the Tandy Corporation
Stock Purchase Program. The Committee will, in its
discretion, determine the officers and key employees which it
recommends to the Board of Directors be granted options, and
will also recommend the time or times at which options be
granted, the number of shares subject to each option, the
manner in which options may be exercised and whether an
option shall be designated as an Incentive Stock Option or as
a Nonstatutory Stock Option. In making such recommendation,
the Committee may take into consideration the value of the
services rendered by the respective individuals, their
present and potential contributions to the success of the
Company and its subsidiaries and such other factors which the
Committee may deem relevant in accomplishing the purpose of
the Plan.
(b) No director of the Company who is not also an
employee of the Company or one of its subsidiaries will be
eligible for the grant of any options.
(c) No option may be granted to any individual who
immediately after the option grant owns directly or
indirectly stock possessing more than five (5%) percent of
the total combined voting power or value of all classes of
stock of the Company or any subsidiary.
Section 6. Limitation on Incentive Stock Options.
(a) General Rule. Solely for federal income tax
purposes, to the extent that the aggregate fair market value
of stock with respect to which incentive stock options are
exercisable for the first time by an individual during any
calendar year exceeds $100,000.00, such options shall be
treated as options which are not incentive stock options.
This rule shall only apply to options granted on or after
January 1, 1987. For purposes of this rule, options shall be
taken into account in the order in which they were granted.
(b) Fair Market Value. Fair market value shall be
deemed to be the average of the high and low prices of the
common stock of the Company for composite transactions as
published by a major newspaper for the date the Incentive
Stock Option is granted or, if no sale of the Company's stock
shall have been made on that day, the next preceding day on
which there was a sale of such stock.
Section 7. Terms and Conditions of Options.
Each option granted under the Plan shall be evidenced by
a Stock Option Agreement in such form not inconsistent with
the Plan as the Board of Directors (or the Committee if so
authorized by the Board of Directors) shall determine,
provided that such Stock Option Agreement clearly and
separately identifies Nonstatutory Stock Options and
Incentive Stock Options and that the substance of the
following terms and conditions be included therein:
(a) Option Price. The price at which each share of
common stock covered by such option may be purchased shall be
determined by the Committee and shall be no less than one
hundred percent (100%) of the fair market value of the stock
on the date the option is granted. Fair market value shall
be deemed to be the average of the high and low prices of the
common stock of the Company for composite transactions as
published by a major newspaper for the date the option is
granted or, if no sale of the Company's stock shall have been
made on that day, the next preceding day on which there was a
sale of such stock.
(b) Nontransferable. The option and any right related
thereto shall not be transferable by the optionee otherwise
than by will or by the laws of descent and distribution and
may be exercised, during the optionee's lifetime, only by the
optionee.
(c) Exercise of Option. The option and any right
related thereto, if exercised by the optionee, may be
exercised (subject, however, to the provisions of Section 9)
only if the optionee has been an employee of the Company or
of any subsidiary thereof at all times during the period
beginning with the date of the granting of the option and
ending on the day three (3) months before the date of such
exercise; provided, however, that in the case of an optionee
who becomes permanently and totally disabled or, in the case
of Nonstatutory Options only, upon retirement at age 55 years
or older, the three (3) months shall be extended to 12
months. Options granted to an employee under the Plan shall
not be affected by any change of duties or position so long
as the optionee continues to be an employee of the Company or
of a subsidiary. Subject to the provisions of Section 9(a),
only those options exercisable at the date the optionee's
employment is terminated may be exercised during the period
following such termination, whether such termination is by
retirement or otherwise.
(d) Term of Options. An Incentive Stock Option shall
not be exercisable after the expiration of ten (10) years
from the date the option was granted; a Nonstatutory Stock
Option shall not be exercisable after the expiration of ten
(10) years and one (1) month from the date the option was
granted.
(e) Death of Optionee. In the event of the death of an
optionee while the optionee is in the employ of the Company
or any subsidiary thereof, the outstanding options then held
by such person and any rights related thereto shall be
exercisable only within the twelve (12) months next
succeeding such death, and then only by the executor or
administrator of the optionee's estate or by the person or
persons to whom the optionee's rights under the option shall
pass by the optionee's will or the laws of descent and
distribution, provided that in no event shall an Incentive
Stock Option be exercisable more than ten (10) years or a
Nonstatutory Stock Option more than ten (10) years and one
(1) month after the date it was granted.
(f) In the event that any optionee shall be dismissed
from the employ of the Company or any of its subsidiaries for
any reason which in the opinion of the Board of Directors (or
the Committee if so authorized by the Board of Directors)
shall constitute good cause for dismissal, any option still
held by such person at such time shall automatically
terminate. The decision of the Board of Directors (or the
Committee if so acting) as to what shall constitute good
cause for dismissal shall be final and binding upon all
concerned.
(g) Sequential Exercise of Incentive Stock Options. No
Incentive Stock Option granted prior to December 31, 1986,
shall be exercisable while there is outstanding any other
Incentive Stock Option which was granted to the optionee at
an earlier time to purchase stock in the Company or in any
corporation which (as the time of the granting of such
Incentive Stock Option) is a subsidiary of the Company, or in
any predecessor of any of such corporations. Incentive Stock
Options granted after December 31, 1986, may be exercised in
any order once they become exercisable pursuant to Section
9(a). For the purpose of this Section 7(g), an Incentive
Stock Option which has not been exercised in full is
outstanding until the expiration of the period during which,
under its initial terms, it could have been exercised. The
cancellation of an earlier Incentive Stock Option will not
enable a subsequent Incentive Stock Option to be exercised
any sooner.
Section 8. Employment at Will.
Nothing contained in the Plan, or in any option granted
pursuant to the Plan, nor in any agreement made pursuant to
the provisions of this Section 8, shall confer upon any
optionee any right with respect to continuance of employment
by the Company or its subsidiaries, nor interfere in any way
with the right of the Company or its subsidiaries to
terminate the optionee's employment at will or change the
optionee's compensation at any time.
Section 9. Exercise of Options--Purchase of Shares.
(a) No option shall be exercisable until the expiration
of one year from date of grant and, unless otherwise
determined by the Board of Directors (or the Committee if so
authorized by the Board of Directors) shall (i) in the case
of Incentive Stock Options, be then exercisable as to 33-1/3%
of the total number of shares subject thereto, and
exercisable as to an additional 33-1/3 on each of the two (2)
succeeding anniversaries and (ii) in the case of Nonstatutory
Stock Options, be then exercisable as to 20% of the total
number of shares subject thereto, and exercisable as to an
additional 20% on each of the four (4) succeeding
anniversaries. The right to purchase shares with respect to
options which become exercisable in installments shall be
cumulative. Notwithstanding the grant of options initially
exercisable in installments, upon the death or total
disability of any optionee, all options then held shall
become immediately exercisable without regard to dates at
which the installments are exercisable and upon the
retirement of any optionee at age 55 or older the Board of
Directors (or the Committee if so authorized by the Board of
Directors) may in its discretion accelerate the dates at
which remaining installments of options may be exercised to
the date of retirement.
(b) An option shall be exercisable for the purchase of
shares only upon payment to the Company of the full purchase
price of the shares with respect to which the option is
exercised as provided elsewhere herein, provided, however,
that the Company shall not be required to issue or deliver
any certificates for shares of stock purchased upon the
exercise of an option prior to (i) the obtaining of any
approval from any governmental agency which the Company
shall, in its sole discretion, determine to be necessary or
advisable, and (ii) the completion of any registration or
other qualification of such shares under any state or federal
law or ruling or regulations of any governmental body which
the Company shall, in its sole discretion, determine to be
necessary or advisable and, in addition, if shares reserved
for issuance upon exercise of options shall not then be
registered under the Securities Act of 1933 the Company may,
upon exercise of an option, require the holder thereof (or a
purchaser acting under Section 7(e) hereof) to represent in
writing that he is acquiring the shares for investment and
not with a view to distribution thereof, and may mark the
certificate(s) for the shares with a legend restricting
transfer and may issue stop transfer orders relating to such
certificate to the transfer agent.
(c) Payment for the shares shall be either in United
States dollars, payable in cash or by check, or by surrender
of stock certificates representing like common stock of the
Company having an aggregate fair market value, determined as
of the date of exercise, equal to the number of shares with
respect to which such option is exercised multiplied by the
option price per share, or a combination of cash and common
stock; provided that the Board of Directors (or the Committee
if so authorized by the Board of Directors) may in the Stock
Option Agreements impose whatever restrictions it deems
necessary or desirable with respect to the payment for shares
by the surrender of stock certificates representing like
common stock of the Company. The fair market value of common
stock on the date of exercise of an option shall be
determined in the same manner as the fair market value of
common stock on the date of grant of an option is determined
pursuant to Section 7(a). Such payment shall be accompanied
by a written request for the shares purchased. An option
shall be deemed exercised on the date such payment and
written request are received by the Secretary of the Company.
Section 10. Acceleration of Exercisability on Change in Control.
(a) Notwithstanding anything contained in the Plan or
in the Stock Option Agreement evidencing any option to the
contrary, in the event of a Change in Control (as hereinafter
defined), then each option shall become exercisable on the
date of the Change in Control, for the purchase of the full
number of shares subject to such option.
(b) For purposes of the Plan, Change in Control shall
mean any of the following events:
(1) An acquisition (other than directly from the
Company) of any voting securities of the Company (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
the Company'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) the Company 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 the Company
(for purposes of this Section 10, a "Subsidiary"), (2) the
Company or its Subsidiaries, or (3) any Person in connection
with a "Non-Control Transaction" (as hereinafter defined).
(2) 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 the Company'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
this 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
(3) Approval by stockholders of the Company of:
(i) A merger, consolidation or reorganization involving
the Company, unless:
(I) the stockholders of the Company, 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 the Company, any
Subsidiary, any employee benefit plan (or any trust forming a
part thereof) maintained by the Company, the Surviving
Corporation, or any 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";
(ii) A complete liquidation or dissolution of the Company; or
(iii) 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 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 the
Company 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 the Company, and after such share acquisition by the
Company, 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 11. Change in Stock, Adjustments, Etc.
(a) In the event that the outstanding shares of common
stock of the Company are hereafter increased or decreased or
changed into or exchanged for a different number of shares or
kind of shares or other securities of the Company or of
another corporation, or shares of a subsidiary are
distributed to shareholders of the Company, by reason of
reorganization, merger, consolidation, recapitalization,
reclassification, stock split up, combination of shares, or a
dividend payable in common stock, the number and kind of
shares for the purchase of which options may be granted under
the Plan shall be automatically adjusted to reflect the
change. In addition, there shall be an appropriate
adjustment in the number and kind of shares as to which
outstanding options, or portions thereof then unexercised,
shall be exercisable, to the end that the optionee's
proportionate interest shall be maintained as before the
occurrence of such event, and such adjustment of outstanding
options shall be made without change of the total price
applicable to the unexercised portion of the option and with
a corresponding adjustment in the option price per share;
provided, however, that each such adjustment in the number
and kind of shares subject to outstanding options, including
any adjustment in the option price, shall be made in such
manner as not to constitute a modification as defined in
Section 425 of the Internal Revenue Code of 1986, as amended.
The determination of any adjustment by the Board of Directors
(or the Committee if so authorized by the Board of Directors)
shall be conclusive.
(b) The grant of an option pursuant to the Plan shall
not affect in any way the right or power of the Company to
make adjustments, reclassifications, reorganizations or
changes of its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer
all or any part of its business or assets.
Section 12. Duration, Amendment and Termination.
(a) The Board of Directors of the Company may at any
time terminate the Plan or make such amendments thereof as it
shall deem advisable and in the best interests of the
Company, without further action on the part of the
stockholders of the Company; provided, however, that no such
termination or amendment shall, without the consent of the
individual to whom any option shall theretofore have been
granted, affect or impair the rights of such individual under
such option, and provided further, that unless the
stockholders of the Company shall have first approved
thereof, no amendment of this Plan shall be made whereby
(1) the total number of shares which may be optioned
under the Plan to all individuals, or any of them, shall be
increased, except by operation of the adjustment provisions
of Section 11 hereof;
(2) the class of employees to whom options may be
granted shall be changed; or
(3) the benefits accruing to participants under the
Plan shall be materially increased.
(b) No options shall be granted under the Plan after
November 13, 1995, but options granted prior to or as of such
date may extend beyond such date in accordance with the
provisions hereof.
(c) Notwithstanding anything contained in the Plan or
in the Stock Option Agreement evidencing any option to the
contrary, Section 10 and this Section 12(c) shall not be
amended or terminated at any time.
Section 13. Effectiveness of Plan.
This Plan shall not become effective unless and until
the following conditions shall have been met:
(a) The Plan shall have been adopted by the affirmative
vote of a majority of the outstanding shares of the Company
present and entitled to vote at a meeting of the stockholders
at which a quorum is present within one (1) year of its
approval by the Board of Directors.
(b) The Board of Directors shall have been advised by
counsel that all other applicable legal requirements incident
to the establishment and operation of the Plan have been
complied with.
Section 14. Date of Granting of Options.
The granting of an option pursuant to the Plan shall
take place on any date the Board of Directors decides to
grant the option, following approval of the Plan by the
shareholders of the Company. Within 30 days of the granting
of the option, the Company shall notify the optionee of the
grant of the option, and submit to the optionee a Stock
Option Agreement duly executed by and on behalf of the
Company, with the request that the optionee execute and
return the agreement within 30 days thereafter. If the
optionee shall fail to return the executed Stock Option
Agreement within said 30-day period, such person's option
shall be automatically terminated.
Section 15. Application of Funds.
The proceeds received by the Company from the sale of
stock subject to option are to be added to the general funds
of the Company and used for its corporate purposes as the
Board of Directors shall determine.
Section 16. No Obligation to Exercise Option.
Granting of an option shall impose no obligation on the
optionee to exercise such option.
Tandy Corporation 1985 Stock Option Plan (the "Plan") was
originally adopted by the Board of Directors on August 16,
1985, and approved by the Shareholders of Tandy Corporation
on November 14, 1985. This copy of the Plan has been
restated to include amendments to the Plan pursuant to
resolutions approved by the board of Directors at special
meetings held on January 23, 1987; August 27, 1987; January
26, 1990; and August 22, 1990.