RESTRICTED STOCK UNIT AGREEMENT
Exhibit
10.60
RADIOSHACK
CORPORATION 2009 INCENTIVE STOCK PLAN
THIS AGREEMENT
(this “Agreement”) is effective as of the _____ day of _______________, 20___
(the “Grant Date”), between RadioShack Corporation, a Delaware corporation (the
“Company”), and the person (the “Grantee”) named in the Notice of Grant of Award
and Award Agreement (the “Notice”) attached hereto, the provisions of which
are incorporated herein by reference. Capitalized terms used in this
Agreement but not defined herein shall have the meanings assigned to them in the
RadioShack Corporation 2009 Incentive Stock Plan (the “Plan”).
WHEREAS, on
February 19, 2009, the Board of Directors of the Company approved the Plan to
provide an additional incentive to certain officers, key employees, directors,
consultants and other advisors of the Company and its Subsidiaries, and then
directed that the Plan be submitted to the stockholders of the Company for
approval;
WHEREAS, on May 21,
2009 the stockholders of the Company approved the adoption of the Plan;
and
WHEREAS, the
Committee responsible for administration of the Plan has determined that it is
in the best interests of the Company and its stockholders to grant a restricted
stock unit award to the Grantee as provided herein;
NOW, THEREFORE, the
Company and the Grantee agree as follows:
1. Grant
of Restricted Stock Units.
1.1 The Company
hereby grants to the Grantee a Restricted Stock Unit Award with respect to the
number of Shares set forth in the Notice, subject to, and in accordance
with, the terms and conditions set forth in this Agreement and as otherwise
provided in the Plan.
1.2 This Agreement
shall be construed in accordance and consistent with, and subject to the
provisions of, the Plan, the provisions of which are incorporated herein by
reference. In the event of a conflict between this Agreement and the
Plan, the Plan shall control.
1.3 The Grantee's
rights with respect to the Restricted Stock Unit Award shall remain subject to
forfeiture at all times prior to the date(s) on which the Restricted Stock Unit
Award vests pursuant to Section 3.1.
2. Rights
of Grantee; No Rights as Equity Owner.
The Grantee shall
not be entitled to exercise the rights of a stockholder with respect to the
Shares subject to the Restricted Stock Unit Award, including the right to vote
such Shares and the right to receive dividends thereon, unless and until Shares
are issued to the Grantee in
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respect of
the Restricted Stock Unit Award as provided herein. The Restricted
Stock Unit Award may not be sold, assigned or transferred.
3. Vesting,
Forfeiture and Payment.
3.1 The Restricted
Stock Unit Award shall vest on the dates and in relation to the number of Shares
set forth in the Notice. In the event of a Change in Control, the
Grantee’s death or Disability, or the Grantee’s Retirement prior to the latest
vesting date set forth in the Notice, the Restricted Stock Unit Award shall
immediately vest in full with respect to all Shares not previously vested
pursuant to the immediately preceding sentence. In the event of the
Grantee’s death, the Grantee’s personal representative shall be substituted for
the Grantee each time the Grantee is referred to herein.
3.2 Upon the
occurrence of the Grantee's Separation from Service with the Company or a
Subsidiary for any reason (other than a Separation from Service on or after a
Change in Control or the Grantee’s death, Disability or Retirement) prior to the
latest vesting date set forth in the Notice, any portion of the Restricted Stock
Unit Award that has not previously vested pursuant to the first sentence of
Section 3.1 shall be forfeited. The Grantee shall thereafter have no
further rights or interests in the portion of the Restricted Stock Unit Award so
forfeited.
3.3 As soon as
practicable but no later than 30 days following each payment date set forth in
the Notice, the Company shall issue to the Grantee the number of Shares
scheduled for payment on such date pursuant to the Notice to the extent that
such Shares have vested in accordance with this
Agreement. Notwithstanding the preceding sentence, the Company shall
issue to the Grantee all of the Shares remaining subject to the Restricted Stock
Unit Award that have not been issued in accordance with the preceding sentence,
but only to the extent such Shares have vested in accordance with this
Agreement, upon the earliest of the following:
(i) as soon as
practicable but no later than 30 days following a Change in Control which
constitutes a “change in control event” as determined in accordance with
Treasury Regulation Section 1.409A-3(i)(5),
(ii) as soon as
practicable but no later than 90 days following the Grantee’s death,
or
(iii) the first
business day of the seventh month following the date of the Grantee’s Separation
from Service.
The Company shall
issue Shares to the Grantee as required in this Section 3.3 by causing an entry
for the Grantee representing the Shares issued in Grantee’s name to be made by
the Company’s stock transfer agent in the Company’s direct registration system
for stock issuance and transfer.
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3.4 For purposes of
this Agreement, the following terms shall have the following
meanings:
“Cause” shall mean
the commission of an act of fraud or intentional misrepresentation or an act of
embezzlement, misappropriation or conversion of assets or opportunities of the
Company or any Subsidiary.
“Disability” shall
mean the suffering from a physical or mental condition which, in the opinion of
the Committee based upon appropriate medical advice and examination and in
accordance with rules applied uniformly to all employees of the Company and the
Subsidiaries, totally and permanently prevents the Grantee from performing the
customary duties of his or her regular job with the Company or the applicable
Subsidiary.
“Retirement” shall
mean the Grantee’s Separation from Service with the Company or a Subsidiary for
any reason, other than for Cause, on or after the date the Grantee attains age
55.
“Separation from
Service” shall mean a “separation from service” as determined in accordance with
Treasury Regulation Section 1.409A-1(h).
4. Dividend
Equivalent Rights.
The
Company hereby grants to the Grantee Dividend Equivalent Rights with respect to
the number of Shares subject to the Restricted Stock Unit Award. A
Dividend Equivalent Right entitles the Grantee to an amount in cash per Share
subject to the Restricted Stock Unit Award equal to the amount of each cash
dividend distribution made by the Company with respect to a Share for all cash
dividends declared during the period starting on the Grant Date and ending on
the date(s) as of which such Share is issued to the Grantee. Any such
amount shall be accrued and credited as of the applicable dividend payment date
to a bookkeeping account maintained on the records of the Company with respect
to the Grantee. The amount accrued as Dividend Equivalent Rights with
respect to Shares subject to the Restricted Stock Unit Award shall be paid
without interest, in cash at such time(s) as the related Shares are issued to
the Grantee as provided in this Agreement. Notwithstanding the prior
provisions of this Section 4, in the event any portion of the Restricted Stock
Unit Award is forfeited as provided in Section 3.2, the Dividend Equivalent
Rights with respect to the number of Shares subject to the forfeited portion of
the Restricted Stock Unit Award shall also be forfeited and no payment shall be
made with respect thereto.
5. No
Right to Continued Employment.
Nothing in this
Agreement or the Plan shall be interpreted or construed to confer upon the
Grantee any right or contract with respect to continued employment by the
Company or any Subsidiary, nor shall this Agreement or the Plan interfere in any
way with the right of the Grantee’s employer to terminate the Grantee’s
employment at any time.
6. Adjustments.
In the event of a
Change in Capitalization, the Committee shall make appropriate adjustments, if
any, in the terms of this Agreement, provided that such adjustments shall be
made in a manner that complies with the requirements of Section 409A of the
Code. Any such
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adjustments
shall be made in accordance with the provisions of the Plan and shall be
effective, final, binding and conclusive for all purposes of the Plan and this
Agreement.
7. Withholding
of Taxes.
The Company shall
be entitled to take any of the following actions in order to satisfy tax
withholding obligations arising on account of amounts accrued or payable under
this Agreement: (i) deduct from any amount accrued or payable under this
Agreement, including withholding Shares, the amount equal to the federal, state
and local income taxes and other amounts as may be required by law to be
withheld with respect thereto, (ii) require the Grantee to pay to the Company
such withholding taxes, or (iii) deduct from any other compensation payable to
the Grantee the amount of any withholding obligations with respect to amounts
accrued or payable under this Agreement. The Committee shall
determine in its discretion which of the above actions shall be taken in order
to satisfy tax withholding obligations arising on account of amounts accrued or
payable under this Agreement, including but not limited to withholding from
amounts not otherwise payable at such time or attributable to Shares not
otherwise issuable at such time by accelerating the issuance of Shares or the
payment of Dividend Equivalent Rights, as permitted under Treasury Regulation
Section 1.409A-3(j)(4)(vi).
8. Grantee
Bound by the Plan.
The Grantee hereby
acknowledges receipt of a copy of the Plan and agrees to be bound by all the
terms and provisions thereof. The Grantee hereby acknowledges receipt
of the prospectus regarding the offering and sale pursuant to the Plan of the
Shares subject to the Restricted Stock Unit Award.
9. Severability.
Should any
provision of this Agreement be held by a court of competent jurisdiction to be
unenforceable or invalid for any reason, the remaining provisions of this
Agreement shall not be affected by such holding and shall continue in full force
in accordance with their terms.
10. Governing
Law and Forum.
The validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of the State of Texas without giving effect to the conflicts of law
principles thereof. Any suit brought under this Agreement shall only
be brought in the appropriate state or federal court located in Tarrant County,
Texas.
11. Successors
in Interest.
This Agreement
shall inure to the benefit of, and be binding upon, any successor of the
Company. This Agreement shall inure to the benefit of the Grantee’s
personal representative. All obligations imposed upon the Grantee and
all rights granted to the Company under this Agreement shall be effective,
final, binding and conclusive for all purposes upon the Grantee's heirs,
executors, administrators and personal representatives.
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12. Resolution
of Disputes.
Any dispute or
disagreement which may arise under, or as a result of, or in any way relate to,
the interpretation, construction or application of this Agreement shall be
resolved by the Committee. Any resolution made hereunder by the
Committee shall be effective, final, binding and conclusive on the Grantee and
the Company for all purposes.
13. Entire
Agreement; Amendment.
This Agreement,
together with the documents incorporated herein by reference, represents the
entire agreement between the parties with respect to the subject matter
hereof. The Committee may terminate, amend or modify this Agreement,
provided that no such termination, amendment or modification may in any way
adversely affect the Grantee’s rights under this Agreement without the Grantee’s
written approval.
14. Acceptance.
Unless the Grantee
notifies the Company in writing within 30 days after the date the Company mailed
or delivered this Agreement to the Grantee that the Grantee does not accept the
terms of this Agreement, the Grantee shall be deemed to have accepted, and be
bound by, the terms of this Agreement.
15. Unfunded
Award.
The Restricted
Stock Unit Award represents an unfunded, unsecured right to receive Shares and
cash in accordance with the terms of this Agreement, and the Company shall not
be required to segregate any assets with respect to any amounts or Share
issuances due in connection with this Agreement.
16. Compliance
with Code Section 409A.
Notwithstanding anything to the contrary contained herein, this Agreement is
intended to be in full compliance with the requirements of, and thereby avoid
any tax arising pursuant to, Section 409A of the Code. Accordingly,
all provisions herein, or incorporated by reference, shall be construed and
interpreted in a manner consistent with such intent.
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