-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wiw6LU9rhGLGc4aB8QkjRle9UBcI48iu9ku8r3tqR04YKjuEaCMOXq9FdBeqkQJz cuVZJW93qFozEwXg7J2Hcg== 0000950134-06-003357.txt : 20060221 0000950134-06-003357.hdr.sgml : 20060220 20060221061813 ACCESSION NUMBER: 0000950134-06-003357 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060220 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060221 DATE AS OF CHANGE: 20060221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RADIOSHACK CORP CENTRAL INDEX KEY: 0000096289 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RADIO TV & CONSUMER ELECTRONICS STORES [5731] IRS NUMBER: 751047710 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05571 FILM NUMBER: 06630926 BUSINESS ADDRESS: STREET 1: 100 THROCKMORTON ST STREET 2: STE 1700 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8174153700 MAIL ADDRESS: STREET 1: 100 THROCKMORTON SUITE 1700 CITY: FORTH WORTH STATE: TX ZIP: 76102 FORMER COMPANY: FORMER CONFORMED NAME: TANDY CORP /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: TANDY LEATHER CO DATE OF NAME CHANGE: 19681216 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN HIDE & LEATHER CO DATE OF NAME CHANGE: 19660825 8-K 1 d33253e8vk.htm FORM 8-K e8vk
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): February 20, 2006
RADIOSHACK CORPORATION
(Exact name of registrant as specified in its charter)
         
Delaware
(State or other
jurisdiction of
incorporation)
  1-5571
(Commission
File Number)
  75-1047710
(I.R.S. Employer
Identification No.)
     
Mail Stop CF3-203, 300 RadioShack Circle, Fort Worth, Texas
(Address of principal executive offices)
  76102
(Zip Code)
Registrant’s telephone number, including area code: (817) 415-3700
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o   Written communications pursuant to Rule 425 under the Securities Act
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
 
 

 


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Item 1.01. Entry into a Material Definitive Agreement
Item 1.02 Termination of a Material Definitive Agreement
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
Resignation Agreement
Press Release


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Item 1.01.   Entry into a Material Definitive Agreement
In connection with the resignation of David J. Edmondson, described in Item 5.02 below and incorporated by reference into this Item 1.01, on February 20, 2006, RadioShack Corporation (“RadioShack”) and Mr. Edmondson entered into a Resignation Agreement and Release (the “Resignation Agreement”). A copy of the Resignation Agreement is attached as Exhibit 10.1.
Pursuant to the Resignation Agreement, Mr. Edmondson resigned from RadioShack effective February 20, 2006. RadioShack agreed to pay Mr. Edmondson the aggregate sum of $975,000 in four equal quarterly installments, beginning on February 21, 2006. Mr. Edmondson will also receive payment for his accrued, unpaid vacation (in the amount of $57,692), as well as his accrued and unpaid salary, no later than February 23, 2006.
Under the Resignation Agreement, for a period of four months, RadioShack will pay all of Mr. Edmondson’s premiums for any insurance that he elects to receive under the Consolidated Omnibus Budget Reconciliation Act. In addition, all of Mr. Edmondson’s outstanding stock options and restricted stock awards that would have otherwise become exercisable or vested on or prior to December 31, 2006 will become immediately exercisable or vested. Further, RadioShack extended the exercise period to February 20, 2007 for Mr. Edmondson’s outstanding stock options. Mr. Edmondson is also entitled to purchase one computer, one cellular telephone and one Blackberry device that he used while he was Chief Executive Officer.
The Resignation Agreement provides for a mutual release by RadioShack and Mr. Edmondson. Mr. Edmondson is also subject to certain non-competition and non-solicitation requirements under the Resignation Agreement.
Item 1.02   Termination of a Material Definitive Agreement
In the Resignation Agreement, RadioShack and Mr. Edmondson also terminated the Severance Agreement that had been entered into by them on December 11, 2003, as amended. A form of the Severance Agreement and a form of amendment to the Severance Agreement were previously filed by RadioShack on March 12, 2004, as Exhibit 10u and as Exhibit 10v, respectively, to RadioShack’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003.
The Severance Agreement, as amended, provided that if, during its term, Mr. Edmondson’s employment with RadioShack was involuntarily terminated without cause (as described in the Severance Agreement), or terminated other than by virtue of Mr. Edmondson’s disability (as described in the Severance Agreement) or Mr. Edmondson’s death, RadioShack would be required to pay, in two payments, Mr. Edmondson an amount in cash equal to 1.5 times the sum of (x) Mr. Edmondson’s annual salary (as described in the Severance Agreement), (y) Mr. Edmondson’s target bonus (as described in the Severance Agreement), and (z) Mr. Edmondson’s LTIP (as described in the Severance Agreement). In addition, all outstanding RadioShack stock options and restricted stock awards that would have otherwise become exercisable or vested within two years following the date of Mr. Edmondson’s termination of employment with RadioShack would have become exercisable or vested. Any options exercisable by Mr.

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Edmondson at the time of his termination must have been exercised by Mr. Edmondson within ninety (90) days after the second anniversary of such termination. Mr. Edmondson also would have been credited with two years of age under any age based benefit plan that may be maintained by RadioShack, with any such age based benefits being payable under the terms of any such plan or plans.
The Severance Agreement further provided that, in the event that Mr. Edmondson’s employment with RadioShack would have been terminated because of (i) cause, (ii) Mr. Edmondson’s death, (iii) Mr. Edmondson’s disability or (iv) or the voluntary termination of employment by Mr. Edmondson, then Mr. Edmondson would not have received any payments or benefits under the Severance Agreement.
The Resignation Agreement also terminates the Termination Protection Agreement for Corporate Executives (“Termination Protection Agreement”) that Mr. Edmondson and RadioShack entered into on August 26, 2005. A form of Termination Protection Agreement was previously filed by RadioShack on August 14, 1995, as Exhibit 10m to RadioShack’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1995.
Under the Termination Protection Agreement, if Mr. Edmondson’s employment was terminated (with certain exceptions) within 24 months following a change in control (as defined in the agreement), Mr. Edmondson would have been entitled to receive cash payments (equal to two times current annual salary and the amount of the highest bonus paid in the last three years and an amount equal to the contributions that RadioShack would have made to the RadioShack Investment Plan, the RadioShack 401(k) Plan and the Employees’ Supplemental Stock Plan over a 24-month period, assuming the foregoing salary and bonus guarantee were used to calculate RadioShack’s contributions), as well as the continuation of certain fringe benefits for a period of up to 24 months. Additionally, all outstanding incentive awards and stock options would have become fully vested, and RadioShack would have been required to purchase for cash, on demand, any shares of unrestricted stock and shares purchased upon the exercise of options at the then per-share fair market value. The Termination Protection Agreement also provided that RadioShack would have made additional “gross-up payments” to offset fully the effect of any excise tax imposed under the Internal Revenue Code. In addition, RadioShack would have been obligated to pay all legal fees and related expenses incurred by Mr. Edmondson arising out of his employment or termination of employment under certain circumstances.
Item 5.02.   Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On February 20, 2006, RadioShack Corporation (“RadioShack”) announced the resignation of David J. Edmondson as director and as President and Chief Executive Officer of RadioShack, effective on that date.
RadioShack’s Board of Directors do not currently contemplate filling the vacant director position created by Mr. Edmondson’s resignation and accordingly decreased the number of directors from thirteen to twelve, in accordance with RadioShack’s Bylaws.

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RadioShack also announced that, effective February 20, 2006, Claire H. Babrowski, currently Executive Vice President and Chief Operating Officer of RadioShack, was appointed President, Chief Operating Officer and Acting Chief Executive Officer of RadioShack.
Ms. Babrowski has served as RadioShack’s Executive Vice President and Chief Operating Officer since June 2005. Ms. Babrowski previously served as Senior Executive Vice President and Chief Restaurant Operations Officer of McDonald’s Corporation from 2003 to 2004, as President of McDonald’s Asia/Pacific, Middle East and Africa from 2001 to 2003, and as Executive Vice President, Worldwide Restaurant Systems of McDonald’s Corporation from 2000 to 2001.
There is no family relationship between Ms. Babrowski and any other executive officer or director of RadioShack, and there is no arrangement or understanding under which she was appointed. All executive officers of RadioShack are appointed by the Board of Directors to serve until their successors are appointed. There are no transactions to which RadioShack or any of its subsidiaries is a party and in which Ms. Babrowski has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
A copy of the press release announcing Mr. Edmondson’s resignation and Ms. Babrowski’s appointment is attached as Exhibit 99.1.
Item 9.01.   Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
10.1   Resignation Agreement and Release, dated February 20, 2006, between RadioShack Corporation and David J. Edmondson.
 
99.1   Press Release, dated February 20, 2006.

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SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized this 21st day of February, 2006.
     
 
  RADIOSHACK CORPORATION
 
   
 
  /s/ David S. Goldberg
 
   
 
  David S. Goldberg
 
  Senior Vice President — Chief Legal Officer
 
  and Corporate Secretary

 


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EXHIBIT INDEX
Exhibit No.
10.1   Resignation Agreement and Release, dated February 20, 2006, between RadioShack Corporation and David J. Edmondson.
 
99.1   Press Release, dated February 20, 2006.

 

EX-10.1 2 d33253exv10w1.htm RESIGNATION AGREEMENT exv10w1
 

Exhibit 10.1
RESIGNATION AGREEMENT AND RELEASE
     This Resignation Agreement and Release (“Agreement”) is entered into on February 20, 2006, between RadioShack Corporation, a Delaware corporation (“Company”), and David J. Edmondson (“Executive”).
     1. Termination of Duties. On February 20, 2006 (the “Effective Date”) Executive resigns as President and Chief Executive Officer and a director of Company and from all other director and officer positions with Company and its affiliates. On the Effective Date, the obligations and responsibilities of the parties set forth in (i) that certain Severance Agreement between Company and Executive dated December 11, 2003 (as amended, the “Severance Agreement”), (ii) that certain Termination Protection Agreement for Corporate Executives between Company and Executive dated August 26, 2005 (the “Termination Protection Agreement”), and (iii) that certain Employee Agreement on Intellectual Property Rights and Confidential Information between Company and Executive dated November 31 [sic], 1994 (the “Confidentiality Agreement” and, together with the Severance Agreement and the Termination Protection Agreement, the “Termination Agreements”) are completely terminated, except as provided in this Agreement.
     2. Salary. On the Effective Date, except as specifically set forth in Sections 3 and 4 below and otherwise in this Agreement, Executive’s salary and benefits from Company shall cease to accrue, and he shall cease to participate in any employee benefit plans or programs. Within three (3) business days after the Effective Date, Company shall (i) pay to Executive any accrued and unpaid salary payments due him as of the Effective Date, and (ii) reimburse Executive for all unreimbursed expenses incurred by Executive during the performance of his duties in accordance with the Company’s standard policy.
     3. Insurance Benefits. For a period of four (4) months from the Effective Date, Company shall at its expense pay all of Executive’s premiums for such insurance he elects to receive under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”). Thereafter, all insurance benefits shall cease to accrue, except as provided by COBRA, and the Company shall not pay such premiums.
     4. Stock Options and Restricted Stock Awards. All outstanding stock options and restricted stock awards that would have otherwise become exercisable or vested on or prior to December 31, 2006, shall become immediately exercisable or vested, as the case may be, on the Effective Date. All outstanding stock options exercisable by Executive as of the Effective Date, including such stock options that may become exercisable as a result of this provision, must be exercised by Executive within 365 days after the Effective Date. For the avoidance of doubt, the foregoing shall apply notwithstanding any conflicting provision contained in any stock option agreement, restricted stock agreement, or similar equity agreement entered into between Company and Executive.

 


 

     5. Return of Property. Executive represents that he has returned all equipment and property in his possession that belong to Company or that relate or refer to Company or its business, including all files and programs (hard copy, electronic or otherwise), all originals and copies of documents, notes, memoranda or any other materials that relate or refer to Company or its business (hard copy, electronic or otherwise), and material that constitutes trade secrets or “Confidential Information” as defined in Section 13 of this Agreement. In addition, Executive acknowledges that the Company has the right to electronically examine all computer or telecommunications equipment that he may have used in the course of performing his job duties and delete any Confidential Information contained therein. After such examination, Executive may specifically identify to Company and purchase one computer, one cellular telephone and one RIM/Blackberry device owned by Company that he used while he was Chief Executive Officer. The purchase price will be the book value of that computer, cellular telephone and RIM/Blackberry device on Company’s books. Within seven (7) business days after the Effective Date, Executive shall be entitled to identify and retrieve in person all his personal property from the Company premises.
     6. Additional Consideration. As additional consideration for the release and covenants by Executive set forth in this Agreement, on the eighth calendar day after the Effective Date, provided Executive has not exercised his revocation rights under Section 27 below, Company shall pay Executive the aggregate amount of $975,000, payable as wages, in four equal payments of $243,750 on February 21, 2006, May 19, 2006, August 21, 2006 and November 21, 2006, respectively, less required state and federal deductions and federal tax withholding. Executive acknowledges that he would not have otherwise been entitled to such payment except for entering into this Agreement. Executive agrees that he is solely responsible for his tax obligations, if any, including, but not limited to, all payment obligations, that may arise as a consequence of such payment. Executive hereby agrees to hold the Company Released Parties (as defined in Section 9 of this Agreement) harmless from and against, and agrees to reimburse and indemnify the Company Released Parties for, any taxes, penalties, net loss, cost, damage or expense, including, attorneys’ fees, incurred by any of the Company Released Parties arising out of the tax treatment by Executive on his tax return(s) of any payments made to Executive pursuant to this Agreement. Executive shall be afforded such coverage under the Company’s “directors and officers” liability insurance policy, as provided therein relating to any claim or asserted claim that arose during the time Executive was an officer or director of the Company. Nothing in this Agreement shall be construed as releasing the Company’s “directors and officers” liability insurance policy. The Company shall continue to maintain a “directors and officers” liability insurance policy that covers past officers and directors for a period of at least 18 months after the Effective Date.
     7. Accrued Vacation. Within three (3) business days after the Effective Date, Company shall pay Executive a single lump-sum payment of all his accrued, unused vacation pursuant to Company’s standard policy in the amount of $57,692.
     8. Change in Control Representation. Company represents and warrants that, to the Company’s knowledge, as of the Effective Date, (i) it is currently not contemplating or anticipating a Change in Control (as defined in the Termination Protection Agreement), and (ii) no third party has indicated to the Company any intention or taken steps reasonably calculated to effect a Change in Control. This representation and warranty, made solely as of the Effective

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Date, shall not be a continuing representation and warranty but shall survive the termination of the Agreement.
     9. Executive’s Release. In consideration of the promises, covenants and other valuable consideration provided by Company in this Agreement, and to fully compromise and settle any and all claims and causes of action of any kind whatsoever except as provided in this Agreement, Executive hereby unconditionally release and discharge Company and its current and former employees, officers, agents, directors, shareholders and affiliates and their respective current and former employees, officers, agents, directors, shareholders and affiliates (collectively referred to as “Company Released Parties”) from any and all claims, causes of action, losses, obligations, liabilities, damages, judgments, costs, expenses (including attorneys’ fees) of any nature whatsoever, known or unknown, contingent or non-contingent (collectively, “Claims”), that Executive has as of the date of this Agreement, including, but not limited to, those arising (i) out of Executive’s hiring, employment, termination of employment with Company or the Termination Agreements and (ii) under federal or state law, including, but not limited to, the Age Discrimination in Employment Act of 1967, 42 U.S.C. §§ 1981-1988, Title VII of the Civil Rights Act of 1964, the Equal Pay Act, the Employee Retirement Income Security Act of 1974, the Consolidated Omnibus Budget Reconciliation Act, the National Labor Relations Act, the Occupational Safety and Health Act, the Fair Labor Standards Act, the Family and Medical Leave Act of 1993, the Workers Adjustment and Retraining Act, the Americans with Disabilities Act of 1990, the Texas Labor Code, the Texas Commission on Human Rights Act, the Texas Payday Act, Chapter 38 of the Texas Civil Practices and Remedies Code, and any provision of the state or federal Constitutions or Texas common law. This release includes, but is not limited to, any Claims Executive may have for salary, wages, severance pay, vacation pay, sick pay, bonuses, benefits, pension, stock options, overtime, and any other compensation or benefit of any nature. This release also includes, but is not limited to, all common law claims including, but not limited to, claims for wrongful discharge, breach of express or implied contract, implied covenant of good faith and fair dealing, intentional infliction of emotional distress, fraud, negligence, defamation, conspiracy, invasion of privacy, and/or tortious interference with current or prospective business relationships. Furthermore, Executive agrees and relinquishes any right to re-employment with any of the Company Released Parties. Except as specifically set forth in this Agreement, Executive also relinquishes any right to payment or benefits (other than vested rights) under any benefit plan maintained or previously or subsequently maintained by Company or any of the Released Parties or any of its or their respective predecessors or successors. However, Executive does not release (a) his right to enforce the terms of this Agreement, (b) his rights under the Indemnification Agreement effective as of June 1, 2005 between Executive and Company (“Indemnification Agreement”), (c) his rights to indemnification or advancement of expenses under Company’s charter or by-laws or under any applicable policy (specifically including any applicable “directors and officers” insurance policy) of or maintained by Company that is applicable to its directors or officers, and (d) his rights, if any, under each of the plans listed on Appendix A (collectively, such plans referred to as the “Compensation Plans”).
     10. Company’s Release. In consideration of the promises, covenants and other valuable consideration provided by Executive in this Agreement, and to fully compromise and settle any and all claims and causes of action of any kind whatsoever except as provided in this Agreement, Company hereby unconditionally releases and discharges Executive and his spouse, heirs, executors, administrators, attorneys and other agents (collectively referred to as, the

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“Executive Released Parties”) from any and all Claims that Company has as of the date of this Agreement, including, but not limited to, those arising out of Executive’s hiring, employment, termination of employment with Company or the Termination Agreements. This release includes, but is not limited to, any Claims the Company may have for salary, wages, severance pay, vacation pay, sick pay, bonuses, benefits, pension, stock options, overtime, and any other compensation or benefit of any nature. This release also includes, but is not limited to, all common law claims including, but not limited to, claims for breach of express or implied contract, implied covenant of good faith and fair dealing, fraud, negligence, defamation, conspiracy, and/or tortious interference with current or prospective business relationships. However, Company does not release (a) its right to enforce the terms of this Agreement, (b) its rights under the Indemnification Agreement, (c) its rights with respect to indemnification or advancement of expenses under Company’s charter or by-laws or under any applicable policy (specifically including any applicable “directors and officers” insurance policy) of or maintained by Company that is applicable to its directors or officers, and (d) its rights under any of the Compensation Plans.
     11. No Actions Against Company Released Parties. Executive will not bring any action or lawsuit against any of the Company Released Parties related to any matters released by Executive under Section 9 of this Agreement. If Executive brings or asserts any such action or lawsuit on a released Claim, he shall pay all costs and expenses, including attorneys’ fees, incurred by the Company Released Parties in defending the action or lawsuit. However, Executive may bring an action or lawsuit to enforce the terms of this Agreement, the Indemnification Agreement, the Company’s charter or by-laws, or any of the Compensation Plans.
     12. No Actions Against Executive Released Parties. Company will not bring any actions or lawsuit against any of the Executive Released Parties related to any matters released by Company under Section 10 of this Agreement. If Company brings or asserts any such action or lawsuit on a released Claim, it shall pay all costs and expenses, including attorneys’ fees, incurred by the Executive Released Parties in defending the action or lawsuit. However, Company may bring an action or lawsuit to enforce the terms of this Agreement, the Indemnification Agreement, the Company’s charter or by-laws, or any of the Compensation Plans.
     13. Confidentiality. Executive agrees not to make any unauthorized use, publication, or disclosure of any confidential, proprietary and non-public information generated or acquired by Executive during the course of his employment with Company, including, but not limited to, any confidential, trade secret or public information (“Confidential Information”). Executive understands that Confidential Information includes information not generally known by or available to the public about or belonging to Company, or belonging to other companies to whom Company may have an obligation to maintain information in confidence, and that authorization for disclosure may be obtained only through Company’s general counsel or designee.
     14. Non-Disparagement. Executive agrees that he will not criticize, defame or disparage any of the Company Released Parties, their plans, or their actions to any third party, either orally or in writing. Company agrees that it will not criticize, defame or disparage any of the Executive Released Parties, their plans, or their actions to any third party, either orally or in writing and that it will use reasonable efforts to prevent any of its current officers or directors from criticizing, defaming or disparaging any of the Executive Released Parties, their plans, or their actions to any third party, either orally or in

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writing. Company agrees only to give neutral reference information about Executive if requested by prospective employers. The provisions of this Section 14 shall not apply to any truthful statement(s) required to be made by any of the Executive Released Parties or Company Released Parties or by any representative of the Executive Released Parties or the Company Released Parties in any legal proceeding or governmental (including all agencies thereof) or regulatory filing, investigation or proceeding.
     15. Non-Competition; Non-Solicitation.
     (a) Executive hereby agrees that for a period of 18 months after the Effective Date, Executive will not, directly or indirectly, own, have a proprietary interest (except for less than 5% of any listed company or company traded in the over-the-counter market) of any kind in, be employed by, be a partner in, or serve as a consultant to or in any other capacity with any firm, partnership, corporation, business enterprise or individual, within the continental United States, that is engaged in the sale of consumer electronics and obtains at least 10% of its annual revenues from the sale of consumer electronics (which shall not include manufacturers of any kind).
     (b) In consideration of the amounts to be paid or provided to Executive hereunder, Executive covenants that he shall not, directly or indirectly, or whether for his own account or for the account of any other person, (i) at any time for a period of 18 months following the Effective Date, solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any person who is, as of the Effective Date, an employee of the Company, or in any manner induce or attempt to induce any employee of the Company to terminate his or her employment with the Company; provided, however, that general solicitations of employment not directed at Company employees shall not be prohibited by this Section 15(b)(i); or (ii) at any time for a period of 18 months following the Effective Date, interfere with the Company’s relationship with any person, including any person who is, as of the Effective Date, an employee, contractor, vendor, supplier or customer of the Company.
     (c) If any court of competent jurisdiction holds that any of the obligations or restrictions in this Section 15 are unreasonable or unenforceable as written, the court may reform the obligations or restrictions to make them enforceable, and the obligations and restrictions shall remain in full force and effect as reformed by the court.
     16. Breach of this Agreement. If a court of competent jurisdiction determines that either party has breached or failed to perform any part of this Agreement, the non-breaching party shall be entitled to injunctive relief to enforce the Agreement and the breaching party shall be responsible for paying the non-breaching party’s costs and attorneys’ fees incurred in enforcing the Agreement. This Section does not apply to any claims Executive may have regarding the Older Worker Benefit Protection Act.
     17. Severability. Should any of the provisions of this Agreement be rendered invalid by a court or government agency of competent jurisdiction, the remainder of this Agreement shall, to the fullest extent permitted by applicable law remain in full force and effect.

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     18. No Admission. This Agreement shall not in any way be construed as an admission by either party of any acts of wrongdoing, violation of any statute, law or legal or contractual right.
     19. Ambiguities in the Agreement. The parties acknowledge that this Agreement has been drafted, prepared, negotiated and agreed to jointly, with advice of each party’s counsel, and to the extent that any ambiguity should appear, now or at any time in the future, latent or apparent, such ambiguity shall not be resolved or construed against either party.
     20. Confidentiality. Except as required by law or provided in this Agreement, each of the parties agrees to keep confidential the specific terms of this Agreement, and shall not disclose the terms of this Agreement or the circumstances of Executive’s resignation to any person except Executive’s spouse, the financial, tax and legal advisors of Executive and Company (and the executive officers and Board of Directors of Company), or as necessary to enforce this Agreement. Any disclosure made hereunder shall be made only on the condition that the party to whom disclosure is made agrees to protect the confidentiality of the information disclosed. This Agreement may be disclosed in, or filed as an exhibit to, any filing required to be made by the Company under any securities laws.
     21. Notices. All notices and other communications hereunder will be in writing. Any notice or other communication hereunder shall be deemed duly given if it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient as set forth:
     If to Executive:
David J. Edmondson
712 Arch Adams Street
Fort Worth, Texas 76016
     With a courtesy copy, which shall not constitute notice, to:
Weil, Gotshal & Manges LLP
200 Crescent Court, Suite 300
Dallas, Texas 75201
Attention: D. Gilbert Friedlander
     If to Company:
RadioShack Corporation
300 RadioShack Circle
MS CF4-101
Fort Worth, Texas 76102
Attention: Senior Vice President — Chief Legal Officer
                    and Corporate Secretary

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Any party may send any notice or other communication hereunder to the intended recipient at the address set forth using any other means (including personal delivery, expedited courier, messenger services, telecopy (sent to Company at 817.415.6593), telex, ordinary mail or electronic mail), but no such notice or other communication shall be deemed to have been duly given unless and until it is actually received by the intended recipient. Any party may change the address to which notices and other communications hereunder are to be delivered by giving the other party notice in the manner set forth herein.
     22. Counterpart Agreements. This Agreement may be executed in multiple counterparts, whether or not all signatories appear on these counterparts, and each counterpart shall be deemed an original for all purposes.
     23. Choice of Law/Venue. This Agreement shall be deemed performable by all parties in, and venue shall be in the state or federal courts located in, Tarrant County, Texas and the construction and enforcement of this Agreement shall be governed by Texas law without regard to its conflict of laws rules.
     24. No Assignment of Claims. Executive represents and warrants that he has not transferred or assigned to any person or entity any claim involving any of the Company Released Parties or any portion thereof or interest therein.
     25. Entire Agreement. Other than the Compensation Plans, this Agreement sets forth the entire agreement between the parties, and fully supersedes any and all prior agreements, understandings, or representations between the parties pertaining to the subject matter of this Agreement.
     26. Binding Effect of Agreement. This Agreement shall be binding upon Executive, Company and their heirs, administrators, representatives, executors, successors, and assigns.
     27. Time to Sign and Return Agreement. Executive acknowledges and agrees that he first received the original of this Agreement on or before February 20, 2006. Executive also understands and agrees that he has been given at least 21 calendar days from the date he first received this Agreement to obtain the advice and counsel of the legal representative of his choice and to decide whether to sign it. Executive acknowledges that he has been advised and has sought the advice of his own counsel. Executive understands that he may sign the Agreement at any time on or before the expiration of this 21-day period. Executive also understands that for seven calendar days after he signs this Agreement he has the right to revoke it, and that this Agreement will not become effective and enforceable until after the expiration of this seven-day period in which he did not exercise his right of revocation. Executive specifically understands and agrees that any attempt by him to revoke this Agreement after the seven-day period has expired is, or will be, ineffective. Executive represents and agrees that he has thoroughly discussed all aspects and effects of this Agreement with his attorney, that he has had a reasonable time to review the Agreement, that he fully understands all the provisions of the Agreement and that he is voluntarily entering into this Agreement. By signing this Agreement, Executive acknowledges the following:
I ACKNOWLEDGE THAT I HAVE CAREFULLY READ THE FOREGOING AGREEMENT, THAT I UNDERSTAND ALL OF ITS TERMS, AND THAT I AM ENTERING INTO IT

7


 

VOLUNTARILY. I FURTHER ACKNOWLEDGE THAT I AM AWARE OF MY RIGHTS TO REVIEW AND CONSIDER THIS AGREEMENT FOR 21 DAYS AND TO CONSULT WITH AN ATTORNEY ABOUT IT, AND STATE THAT BEFORE SIGNING THIS AGREEMENT, I HAVE EXERCISED THESE RIGHTS TO THE FULL EXTENT THAT I DESIRED.
[Signature page to follow.]

8


 

Executed as of February 20, 2006.
     
 
  /s/ David J. Edmondson
 
 
 
  David J. Edmondson
RADIOSHACK CORPORATION
     
By:
  /s/ Thomas G. Plaskett
 
 
 
  Name: Thomas G. Plaskett
 
  Title: Director

9


 

Appendix A
COMPENSATION AND BENEFIT PLANS
1.   RadioShack Corporation Officers Deferred Compensation Plan
 
2.   RadioShack 401(k) Plan
 
3.   RadioShack Investment Plan
 
4.   RadioShack Employees Supplemental Stock Plan
 
5.   RadioShack Corporation 1985 Stock Option Plan
 
6.   Post Retirement Death Benefit Plan for Executive Employees of RadioShack Corporation and Subsidiaries
 
7.   RadioShack Corporation 1993, 1997, 1999 and 2001 Incentive Stock Plans
 
8.   The following stock option agreements:
    Incentive Stock Plan(s) Stock Option Agreement (Nonqualified and Incentive Stock Options) dated February 24, 2005
 
    Incentive Stock Plan(s) Stock Option Agreement (Nonqualified and Incentive Stock Options) dated February 20, 2004
 
    Incentive Stock Plan(s) Stock Option Agreement dated February 20, 2003
 
    Incentive Stock Plan(s) Stock Option Agreement (Nonqualified and Incentive Stock Options) dated January 2, 2002
 
    Incentive Stock Plan Incentive Stock Option Agreement dated February 22, 2001
 
    Incentive Stock Plan Nonqualified Stock Option Agreement dated February 22, 2001
 
    1997 Incentive Stock Plan Incentive Stock Option Agreement dated May 18, 2000
 
    1997 Incentive Stock Plan Nonqualified Stock Option Agreement dated May 18, 2000
 
    Tandy Corporation 1997 Incentive Stock Plan Incentive Stock Option Agreement dated July 24, 1999
 
    Tandy Corporation 1997 Incentive Stock Plan Nonqualified Stock Option Agreement dated July 24, 1999
 
    Tandy Corporation 1997 Incentive Stock Plan Incentive Stock Option Agreement dated October 23, 1998
 
    Tandy Corporation 1997 Incentive Stock Plan Nonqualified Stock Option Agreement dated October 23, 1998
 
    Tandy Corporation 1993 Nonqualified Stock Plan Incentive Stock Option Agreement NO. 93-NSO-63 dated October 17, 1997
 
    Tandy Corporation 1993 Incentive Stock Plan Incentive Stock Option Agreement NO. 93-ISO-0253 dated October 17, 1997
 
    Tandy Corporation 1993 Incentive Stock Plan Incentive Stock Option Agreement NO. 93-ISO-0195 dated October 18, 1996
 
    Tandy Corporation 1993 Incentive Stock Plan Nonqualified Stock Option Agreement NO. 93-NSO-0052 dated October 18, 1996
 
    Tandy Corporation 1993 Incentive Stock Plan Incentive Stock Option Agreement NO. 93-ISO-143 dated October 20, 1995
 
    Tandy Corporation 1993 Incentive Stock Plan Nonqualified Stock Option Agreement NO. 93-NSO-30 dated October 20, 1995
 
    Tandy Corporation 1993 Incentive Stock Plan Incentive Stock Option Agreement NO. 93-ISO-118 dated December 16, 1994
 
    Any other vested plans between Company and Executive.

10

EX-99.1 3 d33253exv99w1.htm PRESS RELEASE exv99w1
 

Exhibit 99.1
     
Contact:
  Kay Jackson
 
  RadioShack Media Relations
 
  817-415-3300
 
  Or
 
  817-415-0592
RadioShack Corporation Board of Directors accepts President and CEO
Edmondson’s Resignation
Directors promote Claire Babrowski to President and Acting CEO
Fort Worth, Texas, February 20, 2006—RadioShack Corporation’s board of directors accepted David Edmondson’s resignation from his post as President and CEO and as a director of the company Monday. Executive Chairman Leonard Roberts said the resignation resulted from a series of mutual discussions about what is best for RadioShack and all of its constituencies.
“This situation is especially painful, because Dave is a talented and dedicated individual who has made many contributions to the company,” said Roberts, citing Edmondson’s push to incorporate wireless products into its retail mix. “Dave recognized that major distractions for the company could negatively impact its efforts to implement the company’s turnaround strategy. Undoubtedly, this was a tough decision.”
The board promoted Claire Babrowski, who most recently served as Executive Vice President and Chief Operating Officer, to President and Acting CEO of RadioShack. She will retain the title of COO. Before joining RadioShack last year, Babrowski spent 30 years at McDonald’s Corporation, where she was senior executive vice president and chief restaurant operations officer.
Executive search firm Spencer Stuart has been retained to conduct a nationwide search for a new CEO. Roberts said he expects both external and internal candidates to be considered for the post.
Roberts said the previously-announced outside investigation related to Edmondson’s résumé will not continue and added that the board knew “some, but definitely not all” of the issues raised in the last week.

 


 

Roberts emphasized the board’s support of the new management team.
“We have been monitoring the development of the turnaround plan,” said Roberts. “It’s an excellent strategy. Claire is the right person at the right time to re-position RadioShack, and we believe this team’s professionalism and character will reassure the company’s many audiences.”
The company’s accelerated turnaround plan was unveiled last week.
Over the next 18 months, RadioShack said it intends to achieve three major goals as part of its turnaround plan: increase the average unit volume of its core store base, rationalize its cost structure, and grow profitable square footage in its store portfolio.
The company will replace old, slower-moving merchandise with new, faster-moving merchandise within higher growth categories. RadioShack will concentrate its efforts and investment on improving top performing stores in order to deliver a great customer experience. To do so, the company will close 400-700 company-operated stores. In addition the company intends to better align overhead costs with its business model which will help generate more profit per square foot. The company will also continue to expand its kiosk business and aggressively relocate RadioShack stores to better real estate.
Babrowski, who joined RadioShack in June 2005 as executive vice president and chief operating officer after a 30-year career with McDonald’s Corporation, will lead the turnaround effort. She has been responsible for the company’s U.S. and Canadian operations, including store operations, merchandising, marketing, advertising, real estate, and most recently supply chain. While at McDonald’s she advanced to become its highest-ranking woman in the company.
About RadioShack Corporation
Fort Worth, Texas-based RadioShack Corporation (NYSE: RSH) is one of the nation’s most trusted consumer electronics specialty retailers and a growing provider of a variety of retail support services. The company operates through a vast network of sales channels, including: nearly 7,000 company and dealer stores; over 100 RadioShack locations in Mexico; and more than 700 wireless kiosks. RadioShack’s knowledgeable and helpful sales associates deliver convenient product and service solutions within an estimated five minutes of where 94 percent of all Americans either live or work. For more information on RadioShack Corporation, visit www.RadioShackCorporation.com. To learn more about RadioShack products and services or to purchase items online, visit www.RadioShack.com.

 

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