Exhibit 10o
TO PARTICIPANTS WITH FORMULA BONUS
[TANDY CORPORATION LETTERHEAD]
Date:
[NAME]
[Address]
Dear [Name]:
The Board of Directors (the "Board") of Tandy
Corporation (the "Company") believes that the future threat
or occurrence of a "Change in Control" (as defined in the
Appendix) of the Company may cause you undue concern for your
financial security and distract your attention from the
operations of our businesses, which would be detrimental to
the Company and its shareholders.
In recognition of these concerns and notwithstanding
anything contained in your Compensation Plan letter to the
contrary, the Board has determined that in order to provide
you with some measure of security in the event of a Change in
Control of the Company, it has authorized the Company to
agree as follows:
The term of this letter agreement shall commence as of
the date hereof and shall continue in effect for a period of
at least 24 months; provided, however, that commencing on the
first anniversary date hereof and each anniversary date
thereafter the term shall be automatically extended for an
additional 12 months unless the Company shall have given
written notice to you at least 90 days prior thereto that the
term of this letter agreement shall not be so extended;
provided, further, however, that upon a Change in Control
this letter agreement shall in no event be terminated prior
to the complete and full satisfaction by the Company (or any
successor thereto) of its obligations as set forth herein.
For any fiscal year during which you are in the employ
of the Company on the date of the occurrence of a Change in
Control (the "Change in Control Year"), you hereby are
guaranteed an annual bonus for the Change in Control Year
(the "Change in Control Bonus") in an amount no less than the
highest annual bonus that was paid or payable to you for any
fiscal year during the three (3) full fiscal years ended
prior to a Change in Control (the "Bonus Amount") provided
that you are in the employ of the Company (or its successor)
on the last day of the Change in Control Year.
The Change in Control Bonus will be paid to you in cash
within forty-five (45) business days (or earlier, if required
by law) following the last day of the Change in Control Year
whether or not you are in the employ of the Company (or its
successor) on the date of payment.
For the most recently ended fiscal year prior to the
occurrence of a Change in Control (the "Prior Fiscal Year")
for which your annual bonus has not yet been determined, you
hereby are guaranteed an annual bonus for the Prior Fiscal
Year equal to the Bonus Amount provided that you are in the
employ of the Company on the last day of the Prior Fiscal
Year. In the event that your annual bonus for the Prior
Fiscal Year has been determined but not yet paid upon the
occurrence of a Change in Control, you hereby are guaranteed
an annual bonus for the Prior Fiscal Year in the amount
determined but unpaid prior to the occurrence of a Change in
Control. The payment for the Prior Fiscal Year as set forth
in this paragraph will be paid to you in cash within
forty-five (45) days of the end of the Prior Fiscal Year but
in no event more than thirty (30) days following the date of
the occurrence of a Change in Control (or earlier, if
required by law), whether or not you are in employ of the
Company (or its successor) on the date of payment.
Sincerely,
[Name]
[Title]
ATTEST:
APPENDIX
Change in Control. For purposes of this Letter
Agreement, a "Change in Control" shall mean any of the
following events:
(a) 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, that 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 (x) the Company or (y)
any corporation or other Person of which a majority of its
voting power or its equity securities or equity interest is
owned directly or indirectly by the Company (a "Subsidiary"),
(2) the Company or any Subsidiary, 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
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 Letter Agreement, 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
asssumed 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 the Company of:
(1) 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";
(2) A complete liquidation or dissolution of the
Company; or
(3) 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.
(d) Notwithstanding anything contained in this Letter
Agreement to the contrary, if your employment is terminated
following the date hereof but within one (1) year prior to a
Change in Control and you reasonably demonstrate that such
termination (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 and who effectuates a Change in
Control (a "Third Party") or (ii) otherwise occurred in
connection with, or in anticipation of, a Change in Control
which actually occurs, then for all purposes of this Letter
Agreement, the date of a Change in Control with respect to
you shall mean the date immediately prior to the date of such
termination of your employment.
TO PARTICIPANTS WITH DISCRETIONARY BONUS
[TANDY CORPORATION LETTERHEAD]
Date:
[NAME]
[Address]
Dear [Name]:
The Board of Directors (the "Board") of Tandy
Corporation (the "Company") believes that the future threat
or occurrence of a "Change in Control" (as defined in the
Appendix) of the Company may cause you undue concern for your
financial security and distract your attention from the
operations of our businesses, which would be detrimental to
the Company and its shareholders.
In recognition of these concerns and notwithstanding
anything contained in your [Compensation Plan letter] to the
contrary, the Board has determined that in order to provide
you with some measure of security in the event of a Change in
Control of the Company, it has authorized the Company to
agree as follows:
The term of this letter agreement shall commence as of
the date hereof and shall continue in effect for a period of
at least 24 months; provided, however, that commencing on the
first anniversary date hereof and each anniversary date
thereafter the term shall be automatically extended for an
additional 12 months unless the Company shall have given
written notice to you at least 90 days prior thereto that the
term of this letter agreement shall not be so extended;
provided, further, however, that upon a Change in Control
this letter agreement shall in no event be terminated prior
to the complete and full satisfaction by the Company (or any
successor thereto) of its obligations as set forth herein.
For any fiscal year during which you are in the employ
of the Company on the date of the occurrence of a Change in
Control (the "Change in Control Year"), you hereby are
guaranteed an annual bonus for the Change in Control Year
(the "Change in Control Bonus") in an amount no less than the
annual bonus that was paid or payable to you for the most
recently ended fiscal year prior to the occurrence of a
Change in Control (the "Prior Fiscal Year") provided that you
are in the employ of the Company (or its successor) on the
last day of the Change in Control Year.
The Change in Control Bonus will be paid to you in cash
within forty-five (45) business days (or earlier, if required
by law) following the last day of the Change in Control Year
whether or not you are in the employ of the Company (or its
successor) on the date of payment.
For the Prior Fiscal Year, if your annual bonus has not
been determined upon the occurence of a Change in Control,
you hereby are guaranteed an annual bonus for the Prior
Fiscal Year equal to the annual bonus paid or payable to you
for the fiscal year which ended before the Prior Fiscal Year,
provided that you are in the employ of the Company on the
last day of the Prior Fiscal Year. In the event that your
annual bonus for the Prior Fiscal Year has been determined
but not yet paid upon the occurrence of a Change in Control,
you hereby are guaranteed an annual bonus for the Prior
Fiscal Year in the amount determined but unpaid prior to the
occurrence of a Change in Control. The payment for the Prior
Fiscal Year as set forth in this paragraph will be paid to
you in cash within forty-five (45) days of the end of the
Prior Fiscal Year but in no event more than thirty (30) days
following the date of the occurrence of a Change in Control
(or earlier, if required by law), whether or not you are in
employ of the Company (or its successor) on the date of
payment.
Sincerely,
[Name]
[Title]
ATTEST:
APPENDIX
Change in Control. For purposes of this Letter
Agreement, a "Change in Control" shall mean any of the
following events:
(a) 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, that 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 (x) the Company or (y)
any corporation or other Person of which a majority of its
voting power or its equity securities or equity interest is
owned directly or indirectly by the Company (a "Subsidiary"),
(2) the Company or any Subsidiary, 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
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 Letter Agreement, 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
asssumed 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 the Company of:
(1) 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";
(2) A complete liquidation or dissolution of the
Company; or
(3) 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.
(d) Notwithstanding anything contained in this Letter
Agreement to the contrary, if your employment is terminated
following the date hereof but within one (1) year prior to a
Change in Control and you reasonably demonstrate that such
termination (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 and who effectuates a Change in
Control (a "Third Party") or (ii) otherwise occurred in
connection with, or in anticipation of, a Change in Control
which actually occurs, then for all purposes of this Letter
Agreement, the date of a Change in Control with respect to
you shall mean the date immediately prior to the date of such
termination of your employment.
TO PARTICIPANTS IN PAY PLAN
[TANDY CORPORATION LETTERHEAD]
Date:
[NAME]
[Address]
Dear [Name]:
The Board of Directors (the "Board") of Tandy
Corporation (the "Company") believes that the future threat
or occurrence of a "Change in Control" (as defined in the
Appendix) of the Company may cause you undue concern for your
financial security and distract your attention from the
operations of our businesses, which would be detrimental to
the Company and its shareholders.
In recognition of these concerns and notwithstanding
anything contained in your [Pay Plan letter] to the contrary,
the Board has determined that in order to provide you with
some measure of security in the event of a Change in Control
of the Company, it has authorized the Company to agree as
follows:
The term of this letter agreement shall commence as of
the date hereof and shall continue in effect for a period of
at least 24 months; provided, however, that commencing on the
first anniversary date hereof and each anniversary date
thereafter the term shall be automatically extended for an
additional 12 months unless the Company shall have given
written notice to you at least 90 days prior thereto that the
term of this letter agreement shall not be so extended;
provided, further, however, that upon a Change in Control
this letter agreement shall in no event be terminated prior
to the complete and full satisfaction by the Company (or any
successor thereto) of its obligations as set forth herein.
For any fiscal year during which you are in the employ
of the Company on the date of the occurrence of a Change in
Control (the "Change in Control Year"), you hereby are
guaranteed an annual bonus for the Change in Control Year
(the "Change in Control Bonus") in an amount no less than the
bonus that would be payable to you for a full fiscal year
under the Pay Plan as in effect on the date of the Change in
Control (the "Bonus Amount") provided that you are in the
employ of the Company (or its successor) on the last day of
the Change in Control Year.
The Change in Control Bonus will be paid to you in cash
within forty-five (45) business days (or earlier, if required
by law) following the last day of the Change in Control Year
whether or not you are in the employ of the Company (or its
successor) on the date of payment.
For the most recently ended fiscal year prior to the
occurrence of a Change in Control (the "Prior Fiscal Year")
for which your annual bonus has not yet been determined, you
hereby are guaranteed an annual bonus for the Prior Fiscal
Year equal to the Bonus Amount provided that you are in the
employ of the Company on the last day of the Prior Fiscal
Year. In the event that your annual bonus for the Prior
Fiscal Year has been determined but not yet paid upon the
occurrence of a Change in Control, you hereby are guaranteed
an annual bonus for the Prior Fiscal Year in the amount
determined but unpaid prior to the occurrence of a Change in
Control. The payment for the Prior Fiscal Year as set forth
in this paragraph will be paid to you in cash within
forty-five (45) days of the end of the Prior Fiscal Year but
in no event more than thirty (30) days following the date of
the occurrence of a Change in Control (or earlier, if
required by law), whether or not you are in employ of the
Company (or its successor) on the date of payment.
Sincerely,
[Name]
[Title]
ATTEST:
APPENDIX
Change in Control. For purposes of this Letter Agreement, a
"Change in Control" shall mean any of the following events:
(a) 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 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, that 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 (x) the Company or (y)
any corporation or other Person of which a majority of its
voting power or its equity securities or equity interest is
owned directly or indirectly by the Company (a "Subsidiary"),
(2) the Company or any Subsidiary, 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
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 Letter Agreement, 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
asssumed 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 the Company of:
(1) 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";
(2) A complete liquidation or dissolution of the
Company; or
(3) 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.
(d) Notwithstanding anything contained in this Letter
Agreement to the contrary, if your employment is terminated
following the date hereof but within one (1) year prior to a
Change in Control and you reasonably demonstrate that such
termination (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 and who effectuates a Change in
Control (a "Third Party") or (ii) otherwise occurred in
connection with, or in anticipation of, a Change in Control
which actually occurs, then for all purposes of this Letter
Agreement, the date of a Change in Control with respect to
you shall mean the date immediately prior to the date of such
termination of your employment.