Exhibit
10.57
SECOND AMENDED
AND RESTATED
RADIOSHACK
CORPORATION
UNFUNDED
DEFERRED COMPENSATION PLAN
FOR
DIRECTORS
RadioShack
Corporation, a Delaware corporation (the “Company”),
hereby amends and restates, effective as of December 31, 2008, the
Unfunded Deferred Compensation Plan (the “Plan”) in
order to satisfy the requirements of section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”). Unless
otherwise indicated, all “section” or
“Code” references are to the Code and the Treasury
Regulations related thereto, as may be amended from time to time,
promulgated under the authority of the applicable Code section and,
in each case, any successor provisions thereto.
The Company
intends that the Plan, as amended and restated, applies solely to
compensation earned or vested on or after January 1, 2005,
including any earnings thereon, to the extent such compensation was
not paid or distributed prior to December 31,
2008. Further, it is the intent of the Company that the
Plan, as amended and restated, shall have no effect whatsoever on
any benefits earned and vested on or before December 31, 2004,
including any earnings thereon, and the parties intend that such
benefits remain exempt from Code section 409A.
The purposes of
the Plan are to enable the Company to attract and retain the best
qualified members of the Board of Directors of the Company (a
“Director”) by providing them with a Plan to defer the
payment of all or a specified portion of the fees payable to the
Director for services rendered on behalf of the Company.
a) A
Director may make an irrevocable election on or before December 31
of any year, to defer payment of all or a specified part of either
all his/her retainer fees or meeting fees or both (whether paid in
cash or in Common Stock of the Company or dividends attributable
thereto), for services and meetings during the succeeding calendar
year following such election, (and any cash dividends under Section
2c) hereof and any matching contributions under Section 3b)
credited with respect to the deferred fees) (a “Deferral
Election”). Any person who shall become a Director
during any calendar year, and who was not a Director of the Company
on the preceding December 31 and who has not otherwise been
eligible to participate in any other non-qualified elective account
balance plan subject to Section 409A of the Code, may elect, not
later than the 30th day after his or her term begins, to make a
Deferral Election for the succeeding calendar year. Any
such elections shall be made by written notice delivered to the
Corporate Secretary of the Company prior to the applicable dates
stated in the foregoing sentences. All elections shall
only be effective for the succeeding calendar
year. Notwithstanding the above, for the calendar year
1998, any such election must be made prior to February 28, 1998 for
director retainer fees and prior to July 1, 1998 for meeting
fees.
b)
In
addition to a) above, any Director with a cash account shall be
entitled to make a one-time election only to transfer out of his or
her cash account and have his or her stock account credited with
such amount of cash and accrued interest as a Director may elect
from his or her cash account. This election shall be
effective as of July 1, 1999. Upon this election, the
elected amount credited to a Director's stock account shall be
converted to that amount of Company Common Stock based upon the
closing price of Company Common Stock on June 30,
1999. Such one-time election must be made no later than
July 1, 1999.
c)
With respect to
cash dividends payable on Company Common Stock, each participating
Director holding a stock account or Pension Plan Stock Account,
upon his or her election may (i) be directly paid in cash, (ii)
have his or her cash account credited as of the payment date for
dividends on Company Common Stock in an amount equal to dividends
attributable to the number of shares of Company Common Stock
credited to each Director's stock account or Pension Plan Stock
Account as of the record date set by the Board of Directors of the
Company or (iii) defer cash dividends into his or her stock account
or Pension Plan Stock Account. Cash dividends deferred
and credited to a Director's stock account or Pension Plan Stock
Account shall be converted to that amount of Company Common Stock
based on the closing price of Company Common Stock on such record
date for dividends. Any Deferral Election with respect
to cash dividends contemplated in this Section 2c) shall be made at
the same time that an election is made with respect to the
underlying fees paid in the form of shares of the Company Common
Stock.
d) Amounts
deferred under this Plan will be distributed in accordance with the
Deferral Election selected by the Director under Section 4b)
hereof.
All deferred
cash fees shall be recorded on the books of the Company and a
memorandum cash account of the fees deferred by each participating
Director and interest thereon and cash dividends payable on Company
Common Stock, if any, will be maintained.
All deferred
retainer fees payable in Common Stock of the Company
(“Company Common Stock”) and the Additional Items (as
defined below) shall be recorded on the books of the Company and a
memorandum stock account of the fees in Company Common Stock
deferred by each participating Director will be
maintained. The Director’s stock account shall be
credited with the number of shares of Company Common Stock
otherwise payable to each participating Director under the terms
and in the amounts and on the dates set forth in each of the
Company’s Incentive Stock Plans, as the case may be,
providing for the compensation of Directors, if they so elect, in
Company Common Stock. All deferred meeting fees payable
in Company Common Stock shall also be recorded on the books of the
Company in the participating Director’s stock account under
the terms, in the amounts and on the dates as set by the Board of
Directors for the payment of meeting fees. Meeting fees
elected to be deferred by a Director in Company Common Stock on and
after June 1, 1998 shall be converted to that amount of Company
Common Stock equal to the closing price of Company Common Stock as
of the date of the applicable director or
committee
meeting and if not a trading day then the first trading day prior
to the meeting. Cash dividends payable on Company Common
Stock or a Director's one time election amount as provided in
Sections 1 b) and 1 c) above (collectively the "Additional Items")
shall be recorded in a Director's stock account in an amount and in
the manner as provided in the Plan.
If a
Director’s stock account is credited with shares of Company
Common Stock by reason of a deferral of either retainer fees or
meeting fees or both on or after January 1, 1998, or a deferral of
the Additional Items and payment of all of the Company Common Stock
(earned by virtue of retainer fees, meeting fees or both or the
Additional Items) are deferred (a) until after December 31
st
of
the third calendar year which follows the calendar year during
which such deferrals are initially made or (b) until after the
earlier of (i) December 31 st
of
such third calendar year or (ii) the day the Director ceases to be
a Director, the Director’s stock account shall be credited
with an additional number of shares of Company Common Stock
(including fractions thereof) equal to twenty-five percent of the
shares of Company Common Stock initially credited (the
“Deferred Match”). Any shares of Company
Common Stock credited pursuant to the Deferred Match shall be
distributed at the same tim
