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Exhibit 10.3
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Grant Date: ______________
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Purchase Price $____ per Share
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RADIOSHACK
CORPORATION 2009 INCENTIVE STOCK PLAN
STOCK OPTION
AGREEMENT
THIS AGREEMENT
(this “Agreement”) is effective as of the date set
forth above (the “Grant Date”), between RadioShack
Corporation, a Delaware corporation (the “Company”),
and the person (the “Optionee”) named in the notice of
grant of stock options (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 an Option to the Optionee as provided
herein;
NOW, THEREFORE,
the Company and the Optionee agree as follows:
1.1 The Company
hereby grants to the Optionee the Option set forth on the Notice,
subject to, and in accordance with, the terms and conditions set
forth in this Agreement.
1.2 The portion
of the Option, if any, identified in the Notice as an Incentive
Stock Option is intended to qualify as an Incentive Stock Option
within the meaning of Section 422 of the Code and shall be so
construed; provided that nothing in this Agreement shall be
interpreted as a representation, guarantee or other undertaking on
the part of the Company that any portion of the Option is or will
be determined to be an Incentive Stock Option within the meaning of
Section 422 of the Code.
1.3 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.
The price at
which the Optionee shall be entitled to purchase Shares upon the
exercise of the Option shall be the purchase price set forth at the
top of this Agreement (the “Purchase
Price”).
The Option
shall be exercisable to the extent and in the manner provided in
Section 4 for a period of seven years from the Grant Date (the
“Exercise Term”); provided that the Option may expire
earlier as provided in Section 6.
4.
Exercisability of Option .
Unless
otherwise provided in this Agreement or the Plan, the Option shall
entitle the Optionee to purchase on and after the first anniversary
of the Grant Date, in whole at any time or in part from time to
time, one-third of the total number of Shares underlying the
Option, and an additional one-third of the total number of Shares
underlying the Option on and after each of the second and third
anniversaries of the Grant Date, and each such right of purchase
shall be cumulative and shall continue, unless sooner exercised or
the Option expires as herein provided, during the remaining period
of the Exercise Term. Any fractional number of Shares
resulting from the application of the fractions set forth in this
Section 4 shall be rounded to the next higher or lower whole number
of Shares, in the third (and second, if necessary) year, but such
rounding shall not result in the Optionee having the right to
purchase more than the total number of Shares underlying the
Option.
5.
Manner of Exercise and Payment .
5.1 Subject
to the terms and conditions of this Agreement and the Plan, the
Option shall be exercised by delivery of notice (the
“Exercise Notice”) in writing in person, or by
facsimile or electronic means, or by certified mail, return receipt
requested, and to such person, entity and location, as may be
designated by or otherwise acceptable to the Secretary of the
Company. The Exercise Notice shall state that the
Optionee is electing to exercise the Option and the number of
Shares in respect of which the Option is being
exercised. The Exercise Notice shall be signed or
authorized by the Optionee. If requested by the
Committee, the Optionee shall (i) deliver this Agreement to the
Secretary of the Company, who shall endorse thereon a notation of
such exercise, and (ii) provide satisfactory proof as to the right
of the Optionee to exercise the Option. As used in this
Section 5, “delivery” means that the Exercise Notice
and Purchase Price have been received by the Company or its
specified designee in accordance with Section 5.2 prior to
expiration of the Option as provided in Section 6.1.
5.2 The
Exercise Notice shall be accompanied by the full Purchase Price for
the Shares in respect of which the Option is being exercised, in
cash, by certified check or in such other manner not inconsistent
with the provisions of the Plan as may be designated by the
Committee, or, in the discretion of the Committee, in whole or in
part, by transferring Shares to the Company having a Fair Market
Value on the most recent trading day preceding the date of exercise
equal to the cash amount for which such Shares are
substituted.
5.3 Upon
timely receipt of the Exercise Notice and full payment of the
Purchase Price for the Shares in respect of which the Option is
being exercised, the Company shall,
subject to the
terms of the Plan, take such action as may be necessary to effect
the issuance to the Optionee of the number of Shares as to which
such exercise was effective.
5.4 The
Optionee shall not be deemed to be the holder of, or to have any of
the rights of a holder with respect to, any Shares underlying the
Option until (i) the Optionee exercises the Option
pursuant