RADIOSHACK CORPORATION 2009 INCENTIVE STOCK PLAN RESTRICTED STOCK AGREEMENT
Exhibit
10.59
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 award to the Grantee as provided herein;
NOW, THEREFORE, the
Company and the Grantee agree as follows:
1. Grant of Restricted
Stock.
1.1 The Company
hereby grants to the Grantee a Restricted Stock 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 Award shall remain subject to
forfeiture at all times prior to the date(s) on which the restrictions shall
have lapsed or are removed pursuant to Section 3.2 or 4.
2. Rights of
Grantee.
Except as otherwise
provided in this Agreement, the Grantee shall be entitled, at all times on and
after the date hereof, to exercise all rights of a stockholder with respect to
the Shares granted to the Grantee pursuant to the Restricted Stock Award (the
“Restricted Shares”) (whether or not vested), other than any Restricted Shares
which have been forfeited pursuant to Section 3.3, including the right to
vote
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the Restricted
Shares and the right to receive dividends thereon as provided in Section
6. Notwithstanding the foregoing, the Grantee shall not be entitled,
with respect to the Restricted Shares in respect of which the Resale Restriction
has not previously lapsed or been removed pursuant to Section 3.2 or 4, to
exercise any rights the exercise of which would result in forfeiture of such
Restricted Shares pursuant to Section 3.3(b).
3. Resale Restriction, Lapse of
Restrictions and Forfeiture.
3.1 The Grantee may
not transfer, sell, pledge, hypothecate or assign any of Grantee’s rights with
respect to the Restricted Shares until the Restricted Shares have vested in
accordance with Section 3.2 (the “Resale Restriction”) or until the Resale
Restriction has been removed in accordance with Section 4.
3.2 The Resale
Restriction shall lapse on the dates and in relation to the amounts of
Restricted Shares, as set forth in the Notice. In the event of a
Change in Control, the Grantee’s death or Disability, the Grantee’s Retirement,
or otherwise pursuant to Section 4, the Resale Restriction shall immediately
lapse with respect to the Restricted Shares. 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.
3.3 Upon the
occurrence of either (a) the termination of the Grantee's employment with the
Company or a Subsidiary for any reason (other than a termination upon a Change
in Control or the Grantee’s death, Disability or Retirement) prior to the latest
vesting date set forth in the Notice, or (b) an attempt by the Grantee to
transfer, sell, pledge, hypothecate, or assign the Grantee’s rights with respect
to the Restricted Shares remaining forfeitable at the time of such attempted
transfer, sale, pledge, hypothecation or assignment, the Restricted Shares in
respect of which the Resale Restriction has not previously lapsed or been
removed pursuant to Section 3.2 or 4 shall be forfeited. The
Grantee’s ownership and all rights with respect to any forfeited Restricted
Shares shall automatically revert and be transferred to, and reacquired by, the
Company, and the Grantee shall thereafter have no further rights or interests in
such Restricted Shares.
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 voluntary or involuntary termination of employment with the
Company or a Subsidiary for any reason, other than for Cause, on or after the
date the Grantee attains age 55.
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4. Removal of
Restrictions.
4.1 In the event of
a Change in Control or the Grantee's death, Disability or Retirement, the Resale
Restriction upon the Restricted Shares shall lapse immediately, and all such
Restricted Shares shall become vested in the Grantee.
4.2 The Resale
Restriction may be removed from any of the Restricted Shares whenever the
Committee determines, in its sole discretion, that it is in the best interests
of the Company to remove the restrictions on all or part of the Restricted
Shares immediately or at specified times. Any such action by the
Committee shall be effective only when set forth in a written instrument
delivered to the Grantee. In no event shall any action by the
Committee under this Section 4.2 extend the time for lapse of the Resale
Restriction.
5. Escrow Arrangement and
Delivery of Shares.
5.1 An entry for
the Grantee representing uncertificated Restricted Shares issued in Grantee’s
name shall be made by the Company’s stock transfer agent in the Company’s direct
registration system for stock issuance and transfer. Such
uncertificated Restricted Shares shall be held by the Company for the Grantee's
account in escrow. The Restricted Shares shall remain in escrow until
the Resale Restriction thereon has lapsed or has been removed, or such
Restricted Shares have been forfeited, in each case as provided in this
Agreement and the Plan.
5.2 As soon as
practicable following the lapse or removal of the Resale Restriction with
respect to any Shares, the Company’s stock transfer agent shall indicate in the
Company’s direct registration system that the Resale Restriction on such Shares
has lapsed or has been removed.
5.3 Each book entry
position representing Restricted Shares held for the Grantee's account in escrow
shall be subject to the following restrictions: The uncertificated shares of
stock so held are subject to the terms and conditions (including forfeiture and
restrictions on transfer) contained in the Plan and this
Agreement. Release from such terms and conditions shall occur only in
accordance with the provisions of the Plan and this Agreement.
6. Dividends.
Delivery to the
Grantee of any dividends payable on the Restricted Shares shall be deferred
until the earlier of (a) the Resale Restriction on the Shares has lapsed or has
been removed pursuant to Section 3.2 or 4, or (b) the Grantee reaches age 55
(the “Deferred Dividend Payment Event”); provided that after the Deferred
Dividend Payment Event, payment of dividends to the Grantee on the Restricted
Shares shall no longer be deferred. At the time of the Deferred
Dividend Payment Event, the Company shall pay from its general assets an amount
in cash equal to the amount, if any, of accumulated dividends on the Restricted
Shares, without interest, to the Grantee. The payment shall be made
as soon as practicable but no later than 2 ½ months after the calendar year in
which the Deferred Dividend Payment Event occurred. If the Restricted
Shares are forfeited as provided in Section 3.3, any right to a payment in the
amount of the accumulated dividends relating to the forfeited Restricted Shares
shall also be forfeited.
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7. 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.
8. Adjustments.
In the event of a
Change in Capitalization, the Committee shall make appropriate adjustments, if
any, in the terms of this Agreement. Any such 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.
9. 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 this Agreement: (i) deduct from
any amount accrued, payable or issuable under this Agreement, including
withholding Shares in connection with a taxable event of the Grantee, 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 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.
10. 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 of the Restricted Shares
pursuant to the Plan.
11. 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.
12. 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.
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13. 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.
14. 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.
15. 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.
16. 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.
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ELECTION
As permitted under
Section 83(b) of the Internal Revenue Code of 1986, as amended, I intend to make
the following irrevocable election:
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________
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I DO intend
to make the election permitted under Section 83(b) of the Internal Revenue
Code of 1986, as amended, to be taxed immediately on the award of
Restricted Stock in the year _________. I understand that the
consequences and procedures for making this election are summarized in the
information I received about restricted stock
grants.
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________
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I DO NOT
intend to make the election permitted under Section 83(b) of the Internal
Revenue Code of 1986, as amended, and will be taxed on parts of the award
of Restricted Stock in the year or years in which the restrictions
lapse.
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GRANTEE:
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_________________________________
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Name
SS #:
_________________________
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