RADIOSHACK CORPORATION RESTRICTED STOCK AGREEMENT
Exhibit
10.2
RADIOSHACK
CORPORATION
2007
RESTRICTED STOCK PLAN
THIS
AGREEMENT,
made as of ______________________ (the “Grant Date”), between RadioShack
Corporation, a Delaware corporation (the “Company”), and the person named (the
“Grantee”) on one or more of the Notice(s) of Grant of Restricted Stock and
Restricted Stock Agreement (the “Notice(s)”) attached hereto, the provisions of
which are incorporated herein by reference;
WHEREAS,
the
Company has adopted the RadioShack Corporation 2007 Restricted Stock Plan,
as
amended and restated (the “Plan”), in order to provide an additional incentive
to officers (“Eligible Individuals”) of the Company; and
WHEREAS,
the
Management Development and Compensation Committee of the Board of Directors
(“Committee”) is responsible for administration of the Plan for Eligible
Individuals and has determined that it is in the best interests of the Company
and shareholders to grant an Award of Restricted Stock 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 an Award of shares of Restricted Stock, in the amount set forth in the Notice, on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan, the provisions of which are hereby incorporated by reference.
1.2 This Agreement shall be construed in accordance with the provisions of the Plan and, except as otherwise expressly set forth herein, the capitalized terms used in this Agreement shall have the same definitions as set forth in the Plan.
1.3 The
Grantee’s
rights with respect to the Award shall remain forfeitable at all times prior
to
the date on which the restrictions shall have lapsed in accordance with Sections
2 or 3 hereof.
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 shareholder with respect to the Restricted Stock (whether or not vested), other than all or part of the Restricted Stock which has been forfeited pursuant to Section 3.3 hereof, including the right to vote the Restricted Stock 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 portion of the Restricted
Stock which has not yet become vested pursuant to Sections 3.2 or 4 hereof,
to exercise any rights the exercise of which would result in forfeiture of
such
Restricted Stock pursuant to Section 3.3(b) hereof.
3. Resale
Restrictions, Lapse of Restrictions and Forfeiture.
3.1
The
Grantee may not
transfer, sell, pledge, hypothecate or assign his rights with respect to any
Restricted Stock (“resale restrictions”) until the Shares have vested in
accordance with Section 3.2 and the restrictions on such Shares shall have
lapsed.
3.2 All
restrictions on
the Restricted Stock shall lapse on the dates and in the amounts set forth
in
the Notice, and on such dates, the applicable number of shares shall be fully
vested as of each of those three dates. Further, all Restricted Stock, which
continues to have restrictions applicable thereto, shall have those restrictions
lapse in the event of a Change in Control of the Company, or the death,
Disability, retirement at age 55 or older of Grantee, or otherwise pursuant
to
Section 4 hereof.
3.3 Upon
the occurrence
of either of the events listed below, any Restricted Stock in respect of which
resale restrictions have not previously lapsed or been removed will be
forfeited; ownership and all rights therein will automatically revert and be
transferred to and reacquired by the Company; and neither the Grantee nor any
heirs, beneficiary, personal representatives, executor or administrator of
the
Grantee’s estate shall thereafter have any further rights or interests in such
Restricted Stock: (a) termination of the Grantee’s employment with the Company
for any reason (other than a termination upon death, Disability, retirement
at
age 55 or older, or otherwise as described in Section 4 hereof) prior to the
third anniversary of the Grant Date; or (b) any attempt by the Grantee to
transfer, sell, pledge, hypothecate, or assign his rights with respect to any
Restricted Stock remaining forfeitable at the time of such attempted transfer,
sale, pledge, hypothecation or assignment.
4. Removal
of
Restrictions.
4.1 In
the event of a
Change in Control of the Company, the Grantee’s death or Disability or Grantee’s
retirement at age 55 or older all resale restrictions upon the Restricted Stock
shall lapse immediately, and all such Restricted Stock shall become vested
in
the Grantee, his or her heirs, beneficiary, or personal representatives or
to
the executor or administrator of Grantee’s estate as applicable.
4.2 The
restrictions
also may be removed on all or part of any Restricted Stock whenever the
Committee otherwise determines it is in the best interests of the Company to
remove the restrictions on all or part of any Restricted Stock, both such
removals being at the sole discretion of the Committee. The Committee may,
in
the exercise of such discretion, determine that the restrictions upon any
Restricted Stock shall be removed immediately or at different times. Any such
actions by the Committee shall be effective only when set forth in a written
instrument delivered to the Grantee, his or her heirs, beneficiary, personal
representatives,
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executor
or
administrator of the Grantee’s estate. In no event shall any action by the
Committee under this Section 4.2 extend the time for lapse of the restrictions
under other provisions of this Agreement.
5. Escrow
Arrangement and Delivery of Shares.
5.1 Certificates
representing Restricted Stock shall be registered in Grantee’s name but shall be
held by the Company for the Grantee’s account in escrow. The Restricted Stock
shall remain in escrow until a stock certificate in respect of the number of
the
Shares is issued pursuant to Section 3.2 hereof to the Grantee, his or her
heirs, beneficiary, or personal representatives or to the executor or
administrator of Grantee’s estate after each anniversary of the Grant Date as
set forth in Sections 3.2, 5.2 and 5.3 hereof or forfeiture of the Restricted
Stock to the Company as set forth in Section 3.3 hereof.
5.2 Subject
to Section
10 hereof, as soon as practicable following the lapsing of restrictions on
the
Restricted Stock under Sections 3 or 4 hereof, as applicable, the Company shall
deliver to the Grantee, his or her heirs, beneficiary, personal representatives,
or to the executor or administrator of Grantee’s estate, as applicable, a stock
certificate in respect of such Shares, free of all restrictions hereunder and
without the legend described in Section 5.3 hereof.
5.3 Each
certificate
representing Restricted Stock held for the Grantee’s account in escrow shall
bear a legend in substantially the following form:
“This
certificate
and the shares of stock represented hereby are subject to the terms and
conditions (including forfeiture and restrictions against transfer) contained
in
the RadioShack Corporation 2007 Restricted Stock Plan (the “Plan”) and a
Restricted Stock Agreement (the “Agreement”) between the registered owner of the
Shares represented hereby and RadioShack Corporation. Release from such terms
and conditions shall be made only in accordance with the provisions of the
Plan
and Agreement, copies of which are on file in the office of the Corporate
Secretary of RadioShack Corporation.”
5.4 Grantee
agrees to
deliver to the Company’s Assistant Secretary a stock power for each certificate
of Restricted Stock as and when requested by the Secretary or Assistant
Secretary of the Company. The stock power(s) will be used to transfer ownership
to the Company of the certificates of Restricted Stock held in the Grantee’s
account.
6. Dividends.
Delivery
to the
Grantee of any dividends payable on the Restricted Stock shall be deferred
until
the restrictions on the Shares have lapsed pursuant to Sections 3 or 4 hereof.
Such dividends shall be held by the Company in cash for the account of the
Grantee until a certificate for Shares without restrictions is delivered to
the
Grantee. The Grantee’s account shall not be credited with interest. Dividends
shall be paid to the Grantee upon delivery of the corresponding stock
certificate without restrictions. If the Restricted Stock is forfeited as
provided in Section
3
3.3
hereof, then
any dividends relating to the forfeited Restricted Stock shall also be forfeited
to the Company.
7. No
Right to
Continued Employment.
Nothing
in this
Agreement or the Plan shall be interpreted to confer upon the Grantee any right
or contract with respect to continued employment by the Company, nor shall
this
Agreement or the Plan interfere in any way with the rights of the Company or
the
Grantee to terminate the at-will employment relationship at any
time.
8. Adjustments.
In
the event of a
Change in Capitalization, the Committee shall make appropriate adjustments
to
the number and class of Shares of stock subject to the Award. The Committee’s
adjustment shall be made in accordance with the provisions of Section 12 of
the
Plan and shall be effective, final, binding and conclusive for all purposes
of
the Plan and this Agreement.
9. Withholding
of
Taxes and Notice of Disposition.
The
Company shall
have the right to deduct from any amount payable under this Agreement, or to
require the Grantee or his estate to otherwise pay, 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 to, and prior to the delivery of, the Shares
of
Restricted Stock deliverable under this Agreement, as well as any dividends
thereon.
10. Grantee
Bound by
the Plan.
The
Grantee, his or
her heirs, beneficiary, personal representatives, or the executor or
administrator of Grantee’s estate, as applicable, hereby acknowledge 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 for the
Plan
dated May ___, 2007.
11. Modification
of
Agreement.
This
Agreement may
be modified, amended, suspended or terminated, and any terms or conditions
may
be waived, but only by a later written instrument executed by the parties
hereto.
12. 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.
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13. 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
laws
principles thereof. Any suit brought under this Agreement shall only be brought
in the appropriate state or federal court for Tarrant County,
Texas.
14. Successors
in
Interest.
This
Agreement
shall inure to the benefit of and be binding upon each Successor Corporation.
All obligations imposed upon the Grantee and all rights granted to the Company
under this Agreement shall be binding upon the Grantee’s heirs, executors,
administrators and successors.
15. 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 determined by the Committee. Any determination made hereunder
shall be final, binding and conclusive on the Grantee and Company for all
purposes.
16. Entire
Agreement.
This
Agreement,
together with the documents incorporated herein by reference, represents the
entire Agreement between the parties with regards to the subject matter hereof
and this Agreement may not be modified by any oral or written agreement unless
same is in writing, signed by both parties and has been approved by the
Committee.
17. Effective.
Unless
Grantee
notifies the Company in writing within thirty (30) days of the date of mailing
or delivery of this Agreement to Grantee that Grantee does not accept the terms
of this Agreement, Grantee shall be deemed to have accepted, and be bound by,
the terms of this Agreement.
18. Direct
Registration of Shares.
Notwithstanding
anything in this Agreement to the contrary, the Company in its sole discretion
may issue Shares or Restricted Stock hereunder pursuant to the direct
registration system, and, in lieu of the issuance of certificated Shares or
Restricted Stock, may issue uncertificated Shares or Restricted Stock,
respectively, to the account of Grantee. Any references to Share or Restricted
Stock certificates shall, in such event, be deemed to refer to uncertificated
Shares or Restricted Stock, as the case may be.
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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:
| _______ |
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 _________. I understand that the consequences and
procedures for making this election are summarized in the information
I
received about restricted stock
grants.
|
|
_______
|
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.
|
ACCEPTED:
GRANTEE: _________________________________
Name
SS
#:
_________________________
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