Radioshack Corp – ‘10-Q’ for 6/30/95

As of:  Friday, 8/11/95   ·   For:  6/30/95   ·   Accession #:  96289-95-16   ·   File #:  1-05571

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                     134±   527K 
 2: EX-27       Financial Data Schedule (Pre-XBRL)                     1      6K 

10-Q   —   Quarterly Report
Document Table of Contents

10-Q
1st “Page” of 25
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION                  
Washington, D.C. 20549                  

FORM 10-Q                 

X  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE            
---                                                                     
SECURITIES EXCHANGE ACT OF 1934                                 

For the quarterly period ended June 30, 1995                    

OR                  

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE        
---                                                                     
SECURITIES EXCHANGE ACT OF 1934                                 

For the transition period from ______ to ______                 

Commission File No. 1-5571                  

TANDY CORPORATION                   
(Exact name of registrant as specified in its charter)                  

Delaware                           75-1047710     
(State or other jurisdiction of            (I.R.S.  Employer            
incorporation or organization)            Identification No.)           

1800 One Tandy Center, Fort Worth, Texas             76102              
(Address of principal executive offices)          (Zip Code)            

Registrant's telephone number, including area code:                     
(817) 390-3700                                                          

N/A                 
(Former name, former address and former fiscal year,                
if changed since last report.)                

Indicate by check mark whether the registrant (1) has filed             
all reports required to be filed by Section 13 or 15(d) of              
the Securities Exchange Act of 1934 during the preceding 12             
months (or for such shorter period that the registrant was              
required to file such reports), and (2) has been subject to             
such filing requirements for the past 90 days.  Yes X  No               
                                       ---   ---
The number of shares outstanding of the issuer's Common                 
Stock, $1 par value, on July 31, 1995 was 65,196,873.                   

Index to Exhibits is on Sequential Page No. 15.                         
Total pages 104.                                                        

10-Q
2nd “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 2nd
PART I - FINANCIAL INFORMATION                  
ITEM 1.  FINANCIAL STATEMENTS                                           
    
                                                        [Enlarge/Download Table]
                                                                                                            

                                  TANDY CORPORATION AND SUBSIDIARIES                                        
                             Consolidated Statements of Income (Unaudited)                                  
<CAPTIONS>                                                                                                  
                                                      Three Months Ended              Six Months Ended      
                                                            June 30,                      June 30,          
                                                   -------------------------     -------------------------- 
(In thousands, except per share amounts)              1995           1994           1995           1994     
----------------------------------------------------------------------------------------------------------- 
                                                                                                            
Net sales and operating revenues                   $ 1,185,047    $ 1,009,277    $ 2,411,669    $ 2,001,412 
Cost of products sold                                  739,278        602,103      1,519,321      1,186,884 
                                                   -----------    -----------    -----------    ----------- 
Gross profit                                           445,769        407,174        892,348        814,528 
                                                   -----------    -----------    -----------    ----------- 

Expenses:                                                                                                   
Selling, general and administrative                    365,126        346,131        738,836        678,051 
Depreciation and amortization                           22,153         21,052         44,455         41,796 
Interest income                                         (8,430)       (22,114)       (31,832)       (45,101)
Interest expense                                         5,190          6,372         15,850         16,365 
                                                   -----------    -----------    -----------    ----------- 
                                                       384,039        351,441        767,309        691,111 
                                                   -----------    -----------    -----------    ----------- 
Income before income taxes                              61,730         55,733        125,039        123,417 

Provision for income taxes                              23,766         21,318         48,140         47,207 
                                                   -----------    -----------    -----------    ----------- 
Net income                                              37,964         34,415         76,899         76,210 

Preferred dividends                                      1,631          1,607          3,298          3,413 
                                                   -----------    -----------    -----------    ----------- 
Net income available to common shareholders        $    36,333    $    32,808    $    73,601    $    72,797 
                                                   ===========    ===========    ===========    =========== 
Net income available per average common                                                                     
  and common equivalent share                      $      0.55    $      0.44    $      1.10    $      0.96 
                                                   ===========    ===========    ===========    =========== 
Average common and common                                                                                   
  equivalent shares outstanding                         66,240         75,417         67,189         75,612 
                                                   ===========    ===========    ===========    =========== 
Dividends declared per common share                $      0.18    $      0.15    $      0.36    $      0.30 
                                                   ===========    ===========    ===========    =========== 

The accompanying notes are an integral part of these financial statements.                                  
                                                                            
10-Q
3rd “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 3rd
                                                            [Enlarge/Download Table]
                                                                                            
                                  TANDY CORPORATION AND SUBSIDIARIES                        
                                Consolidated Balance Sheets (Unaudited)                     
<CAPTIONS>                                                                                  
                                                     June 30,       Dec. 31,      June 30,  
(In thousands)                                         1995           1994          1994    
--------------                                     -----------    -----------   ----------- 
                                                                                            
Assets                                                                                      
Current assets:                                                                             
  Cash and short-term investments                  $    80,566    $   205,633   $   278,271 
  Accounts and notes receivable, less                                                       
    allowance for doubtful accounts                    300,245        769,101       508,612 
  Inventories, at lower of cost or market            1,359,690      1,504,324     1,212,099 
  Other current assets                                  80,864         77,202       118,821 
                                                   -----------    -----------   ----------- 
  Total current assets                               1,821,365      2,556,260     2,117,803 

Property, plant and equipment, at cost,                                                     
  less accumulated depreciation                        536,590        504,587       489,163 
Investment in discontinued operations                        -              -        18,314 
Other assets, net of accumulated amortization          172,571        182,927       194,253 
                                                   -----------    -----------   ----------- 
                                                   $ 2,530,526    $ 3,243,774   $ 2,819,533 
                                                   ===========    ===========   =========== 
Liabilities and Stockholders' Equity                                                        
Current liabilities:                                                                        
  Short-term debt, including current                                                        
    maturities of long-term debt                   $   153,984    $   229,135   $    95,772 
  Accounts payable                                     286,947        582,194       252,271 
  Accrued expenses                                     227,391        376,795       294,362 
  Income taxes payable                                  12,160         18,026        25,566 
                                                   -----------    -----------   ----------- 
  Total current liabilities                            680,482      1,206,150       667,971 
                                                   -----------    -----------   ----------- 

Long-term debt and capital leases,                                                          
  excluding current maturities                         148,863        153,318       135,748 
Other non-current liabilities                           20,057         34,095        47,959 
                                                   -----------    -----------   ----------- 
  Total other liabilities                              168,920        187,413       183,707 
                                                   -----------    -----------   ----------- 
Stockholders' equity:                                                                       
  Preferred stock, no par value, 1,000,000                                                  
    shares authorized                                                                       
    Series A junior participating, 100,000                                                  
      shares authorized and none issued                      -              -             - 
    Series B convertible, 100,000 shares                                                    
      authorized and issued                            100,000        100,000       100,000 
    Series C PERCS, 150,000 shares authorized                                               
      and issued                                             -        429,982       429,982 
  Common stock, $1 par value, 250,000,000 shares                                            
    authorized with 85,645,000 shares issued            85,645         85,645        85,645 
  Additional paid-in-capital                            95,672         93,357        89,645 
  Retained earnings                                  2,223,124      2,176,971     2,066,932 
  Foreign currency translation effects                   3,788         (1,799)        1,288 
  Common stock in treasury, at cost,                                                        
    20,191,000, 27,388,000 and 22,221,000                                                   
    shares, respectively                              (768,262)      (971,611)     (738,706)
   Unearned deferred compensation related to TESOP     (58,843)       (62,334)      (66,931)
                                                   -----------    -----------   ----------- 
   Total stockholders' equity                        1,681,124      1,850,211     1,967,855 
Commitments and contingent liabilities                                                      
                                                   -----------    -----------   ----------- 
                                                   $ 2,530,526    $ 3,243,774   $ 2,819,533 
                                                   ===========    ===========   =========== 

The accompanying notes are an integral part of these financial statements.                  

                                                                            
10-Q
4th “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 4th
                                                            [Enlarge/Download Table]
                                                                                                         
                                                                TANDY CORPORATION AND SUBSIDIARIES       
                                                        Consolidated Statements of Cash Flows (Unaudited)

<CAPTIONS>                                                                                               
                                                                       Six Months Ended                  
                                                                           June 30,                      
                                                                  --------------------------             
(In thousands)                                                        1995           1994                
--------------                                                    -----------    -----------             
                                                                                                         
Cash flows from operating activities:                                                                    
Net income                                                        $    76,899    $    76,210             
Adjustments to reconcile net income to net cash                                                          
  provided by operating activities:                                                                      
  Depreciation and amortization                                        44,455         41,796             
  Provision for credit losses and bad debts                            11,304         13,049             
  Other items                                                           1,868          6,454             

Changes in operating assets and liabilities:                                                             
  Sale of credit card portfolios                                      342,822              -             
  Receivables                                                         115,651        103,433             
  Inventories                                                         130,557         64,766             
  Other current assets                                                 (3,662)        (2,199)            
  Accounts payable, accrued expenses and income taxes                (385,588)       (97,839)            
                                                                  -----------    -----------             
  Net cash provided by operating activities                           334,306        205,670             
                                                                  -----------    -----------             

Investing activities:                                                                                    
  Additions to property, plant and equipment                          (97,100)       (68,916)            
  Proceeds from sale of property, plant and equipment                   2,696          1,058             
  Proceeds from sale of divested operations                                 -        351,250             
  Other investing activities                                            1,805         (2,919)            
                                                                  -----------    -----------             
  Net cash provided (used) by investing activities                    (92,599)       280,473             
                                                                  -----------    -----------             

Financing activities:                                                                                    
  Purchase of treasury stock                                         (288,193)       (50,208)            
  Sale of treasury stock to employee stock purchase program            25,170         22,752             
  Proceeds from exercise of stock options                              13,401          2,268             
  Dividends paid, net of taxes                                        (37,475)       (37,399)            
  Redemption of subordinated debentures                                     -        (32,431)            
  Changes in short-term borrowings, net                               (25,377)      (274,420)            
  Additions to long-term borrowings                                     1,706              -             
  Repayments of long-term borrowings                                  (56,006)       (51,669)            
                                                                  -----------    -----------             
  Net cash used by financing activities                              (366,774)      (421,107)            
                                                                  -----------    -----------             
Increase (decrease) in cash and short-term investments               (125,067)        65,036             
Cash and short-term investments, beginning of period                  205,633        213,235             
                                                                  -----------    -----------             
Cash and short-term investments, end of period                    $    80,566    $   278,271             
                                                                  ===========    ===========             
The accompanying notes are an integral part of these financial statements.                               
                                                                            
10-Q
5th “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 5th
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)                  

NOTE 1-BASIS OF FINANCIAL STATEMENTS                                    

The accompanying unaudited consolidated financial statements            
have been prepared in accordance with the instructions to               
Form 10-Q and do not include all of the information and                 
footnotes required by generally accepted accounting                     
principles for complete financial statements.  In the opinion           
of management, all adjustments (consisting of normal                    
recurring accruals) considered necessary for a fair                     
presentation have been included.  Operating results for the             
six months ended June 30, 1995 are not necessarily indicative           
of the results that may be expected for the year ending                 
December 31, 1995.  For further information, refer to the               
consolidated financial statements and management's discussion           
and analysis of results of operations and financial condition           
included in Tandy Corporation's ("Tandy" or the "Company")              
Form 10-K for the year ended December 31, 1994.                         

NOTE 2-RELATIONS WITH INTERTAN                                          

As of June 30, 1995 InterTAN Inc. ("InterTAN") owed Tandy an            
aggregate of $37,872,000, net of discount.  The current                 
portion of the obligation approximates $8,149,000 and the               
non-current portion approximates $29,723,000.  During the               
quarter and six months ended June 30, 1995, Tandy recognized            
$1,054,000 and $2,151,000, respectively, as interest income             
from the accretion of discount on the note receivable from              
InterTAN which resulted from the purchase of the bank debt at           
a discounted price.  Tandy recognized accretion of discount             
of $933,000 and $1,784,000, respectively, on the note                   
receivable during the three and six months ended June 30,               
1994.  Tandy recognized sales to and commission income from             
InterTAN of approximately $2,116,000 and $4,465,000 and                 
interest income of $2,083,000 and $4,179,000 (inclusive of              
accretion of discount) during the quarter and six months                
ended June 30, 1995, respectively.  During the three and six            
months ended June 30, 1994, Tandy recognized approximately              
$2,906,000 and $14,043,000, respectively, of sales to and               
commission income from InterTAN and interest income of                  
$2,041,000 and $4,014,000 (inclusive of accretion of                    
discount),  respectively.  See the Company's Annual Report on           
Form 10-K for the year ended December 31, 1994 for further              
information.                                                            

Through July 1995 InterTAN has met all of its payment                   
obligations to Tandy.  As a result, Tandy management believes           
that InterTAN should be able to continue to meet its payment            
obligations pursuant to its debt agreements with Tandy.                 

Canadian tax authorities are reviewing InterTAN's Canadian              
subsidiary's 1987-89 tax returns.  The Company cannot                   
determine whether the ultimate resolution of that review will           
have an effect on InterTAN's ability to meet its obligations            
to Tandy but, at present nothing has come to the attention of           
the Company which would lead them to believe that the                   
ultimate resolution of this review would impair InterTAN's              
ability to meet its obligations to Tandy.                               

NOTE 3-SALE OF CREDIT OPERATIONS                                        

Effective March 30, 1995 the Company completed the sale, at             
net book value, of the Radio Shack and Tandy Name Brand                 
Retail Group ("Tandy Name Brand") (McDuff, VideoConcepts and            
The Edge in Electronics) private label credit card accounts             
and substantially all accounts receivable to Hurley State               
Bank, a subsidiary of SPS Transaction Services, Inc. ("SPS"),           
a majority-owned subsidiary of Dean Witter, Discover & Co.              
As a result of the transaction, Tandy received $342,822,000             
in cash and a deferred payment amount of $49,444,000.  The              
deferred payment does not bear interest.  Principal is paid             
monthly with final payment due February 29, 1996.  The                  
Company has discounted the deferred payment by $773,000 to              
yield approximately 5% over the eleven month payout period              
and, accordingly, the balance of the discounted deferred                
payment amount of $20,217,000 is classified as a current                
receivable in the accompanying Consolidated Balance Sheet at            
June 30, 1995.                                                          

As part of the completed sales transaction, Tandy Credit                
Corporation ("Tandy Credit") was merged into Hurley                     
Receivables Corporation ("HRC"), a wholly-owned subsidiary of           
SPS, and no longer exists.  The merger was necessary in order           
to transfer an asset securitization program and approximately           
$230,000,000 in customer receivables which backed the                   
program.  HRC assumed the ongoing obligations of the Company            
and its affiliates under the asset securitization program.              
On March 31, 1995, Tandy Credit filed Post Effective                    
Amendment No. 2 to its Registration Statement on Form S-3               
regarding the termination of the registration of all                    
remaining unsold medium term notes.  The termination was                
declared effective as of April 5, 1995.  On March 31, 1995,             
Tandy Credit also filed Form 15 to de-register Tandy Credit's           
common stock and terminate its reporting obligations under              
Section 12g-4(a) (1) (i) of the Securities Exchange Act of              
1934.                                                                   

NOTE 4-RESTRUCTURING CHARGES                                            

In December 1994, the Company adopted a business                        
restructuring plan to close or convert 233 of the 306 Tandy             
Name Brand stores.  Closed stores included 151 VideoConcepts,           
30 McDuff mall stores and 19 McDuff Supercenters.                       
Approximately 33 other mall stores or McDuff Supercenters               
will be converted to Radio Shack or Computer City Express(SM)           
stores sometime in 1995.  At March 31, 1995 all 233 stores              
had been closed.  Approximately 57 McDuff stores and 16 The             
Edge in Electronics stores remain open and as of January 1,             
1995 became part of the Specialty Retail Group of Radio                 
Shack.  A pre-tax charge of $89,071,000 taken in the fourth             
quarter of fiscal 1994 related to the closing and conversion            
of these stores.  The components of the restructuring charge            
and an analysis of the amounts charged against the reserve              
are outlined in the following table:                                    
    
                                                        [Enlarge/Download Table]
                                                                                             
<CAPTIONS>                                                                                   
                                           Charges                    Charges                
                              Original     Through       Balance      1/1/95-      Balance   
(In thousands)                Reserve      12/31/94      12/31/94     6/30/95       6/30/95  
--------------              -----------  -----------   -----------  -----------   -----------
                                                                                             
Lease obligations           $    46,682  $    (1,466)  $    45,216  $   (19,846)  $    25,370
Impairment of fixed assets       17,991            -        17,991      (17,991)            -
Inventory impairment             16,600            -        16,600      (15,297)        1,303
Goodwill impairment               4,222       (4,222)            -            -             -
Termination benefits              1,218            -         1,218       (1,218)            -
Other                             2,358            -         2,358       (1,667)          691
                            -----------  -----------   -----------  -----------   -----------
Total                       $    89,071  $    (5,688)  $    83,383  $   (56,019)  $    27,364
                            ===========  ===========   ===========  ===========   ===========
                                                                            
Sales and operating revenues associated with the closed 233           
Tandy Name Brand stores were approximately $28,131,000 and              
$123,510,000 for the six months ended June 30, 1995 and 1994,           
respectively.  In conjunction with this restructuring, Tandy            
terminated 1,425 employees, most of whom were store employees           
and managers.                                                           

NOTE 5-SHARE REPURCHASE PROGRAM                                         

On August 1, 1994, the Company announced that its Board of              
Directors authorized management to purchase up to 7,500,000             
shares of its common stock in addition to shares required for           
employee plans.  On December 30, 1994, the Board of Directors           
authorized management to increase the share repurchase                  
program to 12,500,000 shares.  At June 30, 1995,                        
approximately 9,541,000 shares had been repurchased under               
this program since inception, and approximately 4,541,000               
shares had been repurchased in the six-month period ended               
June 30, 1995.  Future purchases will be made from time to              
time in the open market, and it is expected that funding for            
the remainder of the program will come from existing cash and           
short-term debt.                                                        

NOTE 6-RETIREMENT OF DEBT                                               

In January 1995, the $45,000,000 of 8.69% senior notes which            
were outstanding at December 31, 1994 were paid in full.                
These senior notes had been outstanding since February 7,               
1990.  In February 1995, the $6,000,000 of Tandy Credit's               
medium-term notes, which were outstanding at December 31,               
1994 and were to mature in May and August of 1995, were paid            
in full.                                                                

NOTE 7-CONTINGENCY                                                      

The IRS Dallas field office is reviewing the Company's                  
1987-1989 tax returns and has referred certain issues to the            
IRS National office.  The resolution of this matter could               
result in additional taxes and interest to the Company                  
related to the spin-off of InterTAN and raises questions                
about the private letter rulings issued by the IRS regarding            
the spin-off and certain other tax matters.  Although                   
aggregate additional taxes involved in these transactions               
could potentially range from $0 to $27 million, based on the            
advice of the Company's independent tax advisors, the Company           
believes it would prevail if any tax litigation had to be               
instituted.  Any ultimate tax assessment would also involve             
interest.  In any event, the Company believes the ultimate              
resolution would have no material impact on the Company's               
financial condition.                                                    

The Company is a defendant in a consolidated action titled              
O'Sullivan Industries Holdings, Inc. Securities Litigation,             
----------------------------------------------------------              
which was commenced in 1994 and is currently pending before             
the United States District Court for the Western District of            
Missouri.  The plaintiffs seek damages in an unspecified                
amount alleging that O'Sullivan's initial public offering               
prospectus, certain press releases and other materials                  
contained material misrepresentations and omissions.  They              
have also named O'Sullivan, O'Sullivan's officers and                   
directors, and the underwriters as defendants.  Tandy                   
believes that the lawsuit is totally without merit and is               
defending itself vigorously.  It further believes that even             
though an adverse resolution of the litigation might have a             
negative impact on its results of operation in the year of              
resolution, resolution will not have a material adverse                 
effect on its financial condition or liquidity.                         

NOTE 8-HEDGING AND DERIVATIVE ACTIVITY                                  

The Company enters into interest rate swap agreements to                
manage its interest rate exposure by effectively trading                
floating interest rates for fixed interest rates.  As the               
Company has used the swaps to hedge certain obligations with            
floating rates, the difference between the floating and fixed           
interest rate amounts, based on these swap agreements, is               
recorded as income or expense.  Through June 30, 1995, the              
Company has entered into five swaps with regard to notional             
amounts totaling $90,000,000.  The swap agreements all expire           
during the third quarter of 1999.  Prior to 1995 the Company            
was not a party to any interest rate swaps.  The Board of               
Directors has authorized management to enter into interest              
rate swaps up to notional amounts not exceeding $250,000,000.           
At June 30, 1995, the Company would have to pay approximately           
$5,505,000 to terminate the interest rate swaps in place.               
This amount was obtained from the counterparties and                    
represents the fair value of the swap agreements; the amount            
is not recognized in the consolidated financial statements.             
The Company has no intention of terminating the interest rate           
swap agreements at this time.  At June 30, 1995, the weighted           
average interest rate of the floating rate obligations being            
hedged was 6.89%, and the weighted average interest rate of             
the fixed rate obligations imposed by the swap agreements was           
7.70%.  The interest rate swap agreements have been entered             
into with major financial institutions which are expected to            
fully perform under the terms of the swap agreements.                   

NOTE 9-PERCS CONVERSION                                                 

Tandy announced on January 23, 1995 that it had exercised its           
right to call all the issued and outstanding Preferred Equity           
Redemption Convertible Stock ("PERCS") for conversion on                
March 10, 1995, prior to its mandatory conversion date of               
April 15, 1995.  For each PERCS depositary share redeemed,              
0.787757 Tandy common shares were issued for an aggregate of            
approximately 11,816,000 shares.  In addition, each PERCS               
depositary share received a dividend in cash of $0.321                  
representing the accrued dividend from January 16, 1995                 
through the redemption date of March 10, 1995.                          

10-Q
6th “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 6th
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF             
OPERATIONS AND FINANCIAL CONDITION                    

Net Sales and Operating Revenues                                        

Net sales and operating revenues for the periods ended June             
30 were:                                                                

                                                            [Enlarge/Download Table]
                                                                                                                        
<CAPTIONS>                                                                                                              
                                        Three Months Ended                          Six Months Ended                    
                                             June 30,              % Increase           June 30,              % Increase
                                    --------------------------                 --------------------------               
(In thousands)                         1995           1994         (Decrease)     1995           1994         (Decrease)
                                    -----------    -----------    -----------  -----------    -----------    -----------
                                                                                                                        
Radio Shack                         $   680,885    $   631,352 (1)    7.8 %    $ 1,343,954    $ 1,268,992 (1)    5.9 %  
Tandy Name Brand (closed)                  (219)        57,584          -           28,131        123,510      (77.2)   
Incredible Universe                     132,330         59,196      123.5          266,083        110,189      141.5    
Computer City                           352,078        241,693       45.7          730,641        453,480       61.1    
                                    -----------    -----------    -----------  -----------    -----------    -----------
                                      1,165,074        989,825       17.7        2,368,809      1,956,171       21.1    
Other Sales                              19,973         19,452        2.7           42,860         45,241       (5.3)   
                                    -----------    -----------    -----------  -----------    -----------    -----------
                                    $ 1,185,047    $ 1,009,277       17.4 %    $ 2,411,669    $ 2,001,412       20.5 %  
                                    ===========    ===========    ===========  ===========    ===========    ===========

(1) Restated to include the remaining 73 Tandy Name Brand retail units.                                                 
                                                                            
U.S. and Canadian continuing retail operations had 24.8% and            
27.5% sales gains for the three and six-month periods ended             
June 30 , 1995.  Tandy Corporation's overall comparable store           
sales gains for U.S.  and Canadian operations approximated              
5.6% for the quarter and 6.1% for the six-month period.                 

Incredible Universe was a key contributor to the sales growth           
with same store sales gains of 7.9% and 11.4% for the quarter           
and six-month period, respectively.  The strongest categories           
included computer hardware and software, televisions and                
satellite systems.  Telephones, cellular phones and accessory           
sales were also strong at Incredible Universe during the                
quarter.  Since June 30, 1994, Incredible Universe has added            
five stores, including one which was added in the June 1995             
quarter.  Incredible Universe operated ten stores as of June            
30, 1995 and plans to open an additional seven stores in the            
latter half of the year.                                                

Computer City had comparable store sales results of (1.0)%              
and 5.5% for the three and six-month periods for U.S. and               
Canadian retail sales.  Twenty-nine stores have been added to           
the Computer City chain since June 30, 1994, including five             
which were added in the quarter ended June 30, 1995.  As of             
June 30, 1995, there were 78 stores open and it is                      
anticipated that Computer City will add eight new stores in             
the third quarter of 1995.  By the end of 1995 Computer City            
plans to have approximately 100 stores.  Sales of Pentium(R)            
processor-based computers and multimedia products were strong           
at Computer City.                                                       

Radio Shack's sales reflected an increase in sales of                   
consumer electronic products, especially cellular products,             
which was partially offset by a decline in computer sales.              
As of January 1, 1995, Radio Shack sales include the sales              
for Tandy Name Brand Retail Group ("Tandy Name Brand") stores           
which were not closed and are now included in the Specialty             
Retail Group of Radio Shack.  Radio Shack comparable store              
sales gains for the three and six-month periods were 7.8% and           
5.8%, respectively.  At June 30, 1995, Radio Shack had 4,709            
company-owned stores, including 73 in the Specialty Retail              
Group.  The division has had a net increase of 37 Radio                 
Shack(R) stores since December 30, 1994.                                

Gross Profit                                                            

Gross profit as a percent of net sales was 37.6% during the             
three months ended June 30, 1995 as compared to 40.3% during            
the corresponding 1994 period.  For the six months ended June           
30, 1995 and 1994, the gross profit percentages were 37.0%              
and 40.7%, respectively.  This trend toward lower gross                 
margins is expected to continue as Computer City(R) and                 
Incredible Universe(R) stores contribute a larger proportion            
of sales as they operate on lower margins.  In the second               
quarter of 1995, Computer City and Incredible Universe                  
accounted for approximately 40.9% of consolidated sales                 
compared to 29.8% in the second quarter of 1994.  For the six           
months ended June 30, 1995 and 1994, Computer City and                  
Incredible Universe accounted for approximately 41.3% and               
28.2% of consolidated sales, respectively.  This mix of                 
business shift continues to be partially offset by increasing           
margins at Radio Shack resulting from the increased emphasis            
on sales of core categories, although this increase was less            
than the increase seen in 1994.                                         

Selling, General and Administrative Expenses                            

Selling, general and administrative ("SG&A") expenses as a              
percent of sales and operating revenues declined 3.5                    
percentage points in comparison with the second quarter of              
1994 and declined 3.3 percentage points in comparison with              
the six months ended June 30, 1994.  Most expense categories,           
including advertising, rent, payroll and utilities, were                
lower as a percent of sales during the three and six months             
ended June 30, 1995 as compared with the same prior year                
periods.  The lower rent and payroll costs as a percent of              
sales reflect the lower relative costs associated with the              
Company's newer retail formats.  As a result of Computer City           
and Incredible Universe expansion into new markets and Radio            
Shack's new promotional programs consolidated advertising               
costs increased $7,859,000 or 8.9% during the six months in             
comparison with the prior year period.  As a result of the              
Company selling the private label credit card portfolios                
earlier this year, bad debt expense decreased significantly             
in the second quarter as compared to that of the prior year.            
The restructuring of the Tandy Name Brand group has reduced             
costs in all expense areas this year.  The Company expects              
SG&A expenses as a percent of sales to continue to decrease             
as Computer City and Incredible Universe, which operate at              
lower costs than consolidated Tandy Corporation, become more            
significant portions of the Company's total business.                   

Net Interest Income                                                     

Interest income for the quarter ending June 30, 1995                    
decreased $13,684,000 from $22,114,000 to $8,430,000 in the             
second quarter of 1994.  This decrease is due to the selling            
of the Company's credit card portfolios and increased                   
utilization of cash for the ongoing share repurchase program            
and capital expenditures related to new stores.  Interest               
expense decreased $1,182,000 for the quarter ending June 30,            
1995 and remained relatively stable for the six months in               
comparison with the same prior year period.                             

Sale of Credit Operations                                               

In a transaction completed on March 30, 1995, the Company               
sold the Radio Shack and Tandy Name Brand (McDuff,                      
VideoConcepts and The Edge in Electronics) private label                
credit card accounts and substantially all accounts                     
receivable to Hurley State Bank, a subsidiary of SPS                    
Transaction Services, Inc., a majority-owned subsidiary of              
Dean Witter, Discover & Co., resulting in no material gain or           
loss.  The transaction has impacted the current period and              
should impact future periods as follows: (1) SG&A costs                 
incurred in processing the private label credit card accounts           
will be eliminated, (2) no interest income associated with              
the credit card accounts will be recorded and (3) customer              
service fees earned on the credit card accounts will decline            
as the Company's remaining consumer credit balances decrease            
during 1995 and 1996.                                                   

Restructuring Charges                                                   

Sales and operating revenues associated with the closed 233             
Tandy Name Brand stores were approximately $28,131,000 and              
$123,510,000 for the six months ended June 30, 1995 and 1994,           
respectively.  In conjunction with this restructuring, Tandy            
terminated 1,425 employees, most of whom were store employees           
and managers.                                                           

Provision for Income Taxes                                              

Provision for income taxes for each quarterly period is based           
on the estimate of the annual effective tax rate for the                
fiscal year as evaluated at the end of each quarter.  The               
effective tax rates for the second quarters of 1995 and 1994            
were 38.5% and 38.25%, respectively.  The increase reflects             
shifts of income into states with higher income tax rates               
such as California, New York and Ohio.                                  

The IRS Dallas field office is reviewing the Company's                  
1987-1989 tax returns and has referred certain issues to the            
IRS National office.  The resolution of this matter could               
result in additional taxes and interest to the Company                  
related to the spin-off of InterTAN and raises questions                
about the private letter rulings issued by the IRS regarding            
the spin-off and certain other tax matters.  Although                   
aggregate additional taxes involved in these transactions               
could potentially range from $0 to $27 million, based on the            
advice of the Company's independent tax advisors, the Company           
believes it would prevail if any tax litigation had to be               
instituted.  Any ultimate tax assessment would also involve             
interest expense.  In any event, the Company believes the               
ultimate resolution would have no material impact on the                
Company's financial condition.                                          

Earnings Per Share                                                      

Net income per average common and common equivalent share is            
computed by dividing net income less the Series B convertible           
stock dividends by the weighted average common and common               
equivalent shares outstanding during the period.  As the                
Preferred Equity Redemption Convertible Stock ("PERCS")                 
mandatorily converted into common stock, they were considered           
outstanding common stock and the dividends were not deducted            
from net income for purposes of calculating net income per              
average common and common equivalent share.  Current quarter            
and year-to-date weighted average share calculations include            
approximately 11,816,000 common shares relating to the                  
conversion of the PERCS into common shares on March 10, 1995.           
Per share amounts and the weighted average number of shares             
outstanding for the first and second quarters of 1994 also              
reflect the PERCS conversion into approximately 11,816,000              
common shares.  Fully diluted earnings available per common             
and common equivalent share are not presented since dilution            
is less than 3%.                                                        

Cash Flow and Financial Condition                                       

Cash flow from operating activities increased in the                    
six-month period ended June 30, 1995 as compared with the               
same period of the prior year.  This increase relates                   
primarily to the sale of the credit card portfolios and the             
reduction of inventories partially offset by a net decrease             
in accounts payable, accrued expenses and income taxes.                 

Cash used by investing activities for the six-month period              
ended June 30, 1995 includes property, plant and equipment              
additions related to additional fixtures required for new               
Radio Shack stores and the Company's expansion of its                   
Computer City and Incredible Universe store formats.                    
Management anticipates that capital expenditure requirements            
will approximate $100,000,000 for the remainder of 1995,                
primarily to support retail expansion.  Cash used for                   
financing activities for the six-month period ended June 30,            
1995 includes continued purchases of treasury stock under the           
share repurchase program.  Repayments of long-term borrowings           
includes the $45,000,000 of 8.69% senior notes and Tandy                
Credit's medium-term notes of $6,000,000.  The Company                  
believes that its cash flow from operations, cash on hand and           
availability under its existing debt facilities are adequate            
to fund the planned expansion of its store formats and share            
repurchase program.  In addition, most of the Company's new             
store expenditures are being funded through operating leases.           
Cash and short-term investments at June 30, 1995 were                   
$80,566,000 as compared to $205,633,000 at December 31, 1994            
and $278,271,000 at June 30, 1994.  Total debt as a                     
percentage of total capitalization was 15.3% at June 30,                
1995, compared to 17.1% at December 31, 1994 and 10.5% at               
June 30, 1994.  Long-term debt as a percentage of total                 
capitalization was 7.5% at June 30, 1995 compared to 6.9% at            
December 31, 1994 and 6.2% at June 30, 1994.  The increases             
in debt ratios result primarily from the Company's share                
repurchase program described below.                                     

On August 1, 1994, the Company announced that its Board of              
Directors authorized management to purchase up to 7,500,000             
shares of its common stock in addition to shares required for           
employee plans.  On December 30, 1994, the Board of Directors           
authorized management to increase the share repurchase                  
program to 12,500,000 shares.  At June 30, 1995,                        
approximately 9,541,000 shares had been repurchased under               
this program since inception, and approximately 4,541,000               
shares had been repurchased in the six-month period ended               
June 30, 1995.  Future purchases will be made from time to              
time in the open market, and it is expected that funding for            
the remainder of the program will come from existing cash and           
short-term debt.                                                        

Inventory                                                               

Compared to June 30, 1994, total inventories at June 30, 1995           
have increased $147,591,000 or 12.2%.  The increase in total            
inventory levels included additional inventory to support new           
Computer City and Incredible Universe stores and to support             
the sales growth in certain core categories at Radio Shack.             
A portion of this increase was offset by decreased inventory            
levels at Tandy Name Brand due to the closure of 233 stores             
in the quarter ended March 31, 1995.  Inventory levels have             
decreased 9.6% from the amounts at December 31, 1994                    
primarily due to seasonal fluctuations and closing of Tandy             
Name Brand stores.  Inventory is primarily comprised of                 
finished goods.                                                         

                                                                    [Download Table]
                                                                            

Changes in Stockholders' Equity                                             
<CAPTIONS>                                                                  
                                              Outstanding                   
(In thousands)                               Common Shares        Dollars   
--------------                               -------------      ----------- 
                                                                            
Balance at December 31, 1994                       58,257       $ 1,850,211 
Foreign currency translation adjustments,                                   
  net of deferred taxes                                 -             5,587 
Sale of treasury stock to employee plans              538            25,170 
Purchase of treasury stock                         (5,519)         (260,964)
Exercise of stock options                             362            13,401 
Repurchase of preferred stock                           -            (1,925)
Preferred stock dividends, net of tax                   -            (2,144)
PERCS dividend                                          -            (4,824)
Redemption of PERCS                                11,816                 - 
TESOP deferred compensation earned                      -             3,491 
Common stock dividends                                  -           (23,778)
Net income                                              -            76,899 
                                             -------------      ----------- 
Balance at June 30, 1995                            65,454      $ 1,681,124 
                                             =============      =========== 
                                                                            
InterTAN Update                                                         

As of June 30, 1995 InterTAN Inc. ("InterTAN") owed Tandy an            
aggregate of $37,872,000, net of discount.  The current                 
portion of the obligation approximates $8,149,000 and the               
non-current portion approximates $29,723,000.  During the               
quarter and six months ended June 30, 1995, Tandy recognized            
$1,054,000 and $2,151,000, respectively, as interest income             
from the accretion of discount on the note receivable from              
InterTAN which resulted from the purchase of the bank debt at           
a discounted price.  Tandy recognized accretion of discount             
of $933,000 and $1,784,000, respectively, on the note                   
receivable during the three and six months ended June 30,               
1994.  Tandy recognized sales to and commission income from             
InterTAN of approximately $2,116,000 and $4,465,000 and                 
interest income of $2,083,000 and $4,179,000 (inclusive of              
accretion of discount) during the quarter and six months                
ended June 30, 1995, respectively.  During the three and six            
months ended June 30, 1994, Tandy recognized approximately              
$2,906,000 and $14,043,000, respectively, of sales to and               
commission income from InterTAN and interest income of                  
$2,041,000 and $4,014,000 (inclusive of accretion of                    
discount), respectively.  See the Company's Annual Report on            
Form 10-K for the year ended December 31, 1994 for further              
information.                                                            

Through July 1995 InterTAN has met all of its payment                   
obligations to Tandy.  As a result, Tandy management believes           
that InterTAN should be able to continue to meet its payment            
obligations pursuant to its debt agreements with Tandy.                 

Canadian tax authorities are reviewing InterTAN's Canadian              
subsidiary's 1987-89 tax returns.  The Company cannot                   
determine whether the ultimate resolution of that review will           
have an effect on InterTAN's ability to meet its obligations            
to Tandy but, at present nothing has come to the attention of           
the Company which would lead them to believe that the                   
ultimate resolution of this review would impair InterTAN's              
ability to meet its obligations to Tandy.                               

Pentium is a trademark of Intel Corporation.  Preferred                 
Equity Redemption Convertible Stock and PERCS are trademarks            
of Morgan Stanley & Co., Incorporated, in connection with               
their investment banking services.  All other trademarks                
identified herein are owned or used by Tandy Corporation.               

10-Q
7th “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 7th
PART II - OTHER INFORMATION                   

ITEM 1.  LEGAL PROCEEDINGS.                                             

The Company is a defendant in a consolidated action titled              
O'Sullivan Industries Holdings, Inc. Securities Litigation,             
which was commenced in 1994 and is currently pending before             
the United States District Court for the Western District of            
Missouri.  The plaintiffs seek damages in an unspecified                
amount alleging that O'Sullivan's initial public offering               
prospectus, certain press releases and other materials                  
contained material misrepresentations and omissions.  They              
have also named O'Sullivan, O'Sullivan's officers and                   
directors, and the underwriters as defendants.  Tandy                   
believes that the lawsuit is totally without merit and is               
defending itself vigorously.  It further believes that even             
though an adverse resolution of the litigation might have a             
negative impact on its results of operation in the year of              
resolution, resolution will not have a material adverse                 
effect on its financial condition or liquidity.                         

Tandy has various claims, lawsuits, disputes with third                 
parties, investigations and pending actions involving                   
allegations of negligence, product defects, discrimination,             
infringement of intellectual property rights, securities                
matters, tax deficiencies, violations of permits or licenses,           
and breach of contract and other matters against the Company            
and its subsidiaries incident to the operation of its                   
business.  The liability, if any, associated with these                 
matters was not determinable at March 31, 1995.  While                  
certain of these matters involve substantial amounts, and               
although occasional adverse settlements or resolutions might            
occur and negatively impact earnings in the year of                     
settlement, it is the opinion of management that their                  
ultimate resolution will not have a materially adverse effect           
on Tandy's financial position.                                          

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.           

At the Annual Meeting of Stockholders held on May 18, 1995,             
the Company elected directors to serve for the ensuing year             
and voted to approve the Amendment to the Compensation Plan             
of the Chief Executive Officer and Amendment to the Tandy               
Corporation 1993 Incentive Stock Plan.  Out of the 68,131,653           
eligible votes, 58,187,538 votes were cast at the meeting               
either by proxies solicited in accordance with Schedule 14A             
or by security holders voting in person.  There were                    
6,653,953 broker non-votes which are not included in the                
following table as they were not treated as being present at            
the meeting.  In the case of directors, abstentions are                 
treated as votes withheld and are included in the table.  The           
tabulation of votes for each nominee is set forth below under           
Item No. 1, the Amendment to the Compensation Plan of the               
Chief Executive Officer is set forth under Item No. 2 and the           
Amendment to the Tandy Corporation 1993 Incentive Stock Plan            
is set forth under Item No. 3 below:                                    

Item No. 1                                                              
----------                                                              

NOMINEES FOR DIRECTORS                                                  
----------------------                                                  

   VOTES         VOTES
DIRECTORS                    FOR         WITHHELD                       
---------                 ----------     -------                        
James I.  Cash, Jr.       57,791,038     396,500                        
Donna R.  Ecton           57,754,100     433,438                        
Lewis F.  Kornfeld, Jr.   57,480,941     706,597                        
Jack L.  Messman          57,816,343     371,195                        
William G.  Morton, Jr.   57,475,268     712,270                        
Thomas G.  Plaskett       57,524,759     662,779                        
John V.  Roach            57,512,171     675,367                        
William T.  Smith         57,775,805     411,733                        
Alfred J.  Stein          57,778,375     409,163                        
William E.  Tucker        57,581,222     606,316                        
Jesse L.  Upchurch        57,906,055     281,483                        
John A.  Wilson           57,842,434     345,104                        

Item No. 2                                                              
----------                                                              

AMENDMENT TO THE COMPENSATION PLAN OF THE                               
-----------------------------------------                               
CHIEF EXECUTIVE OFFICER                                                 
-----------------------                                                 

FOR         AGAINST     ABSTAIN                                   
----------    ---------    -------                                      

55,384,191    2,275,045    528,302                                      

Item No. 3                                                              
----------                                                              

AMENDMENT TO THE TANDY CORPORATION 1993 INCENTIVE STOCK PLAN            
------------------------------------------------------------            

FOR         AGAINST     ABSTAIN                                   
----------    ---------    -------                                      
51,553,141    6,136,024    498,373                                      

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.                              

a) Exhibits Required by Item 601 of Regulation S-K.           

A list of the exhibits required by Item 601 of          
Regulation S-K and filed as part of this report is      
set forth in the Index to Exhibits on page 15, which    
immediately precedes such exhibits.                     

b) Reports on Form 8-K.On March 31, 1995, the Company         
announced the completion of the sale of its credit      
card portfolios.  The Radio Shack and Tandy Name        
Brand private label credit card portfolios sale to      
SPS Transaction Services, Inc., a majority-owned        
subsidiary of Dean Witter, Discover & Co., was          
consummated on March 30, 1995.  The Form 8-K was        
filed on April 12, 1995.  Pro forma financial           
information was included.                               

No other Form 8-K reports were filed during the quarter ended           
June 30, 1995.                                                          

10-Q
8th “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 8th
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.                                                             

Tandy Corporation                   
(Registrant)                  

Date: August 11, 1995       By /s/  Richard L.  Ramsey                  
                    ------------------------------
                  Richard L.  Ramsey
                     Vice President and Controller
                      (Authorized Officer)

Date: August 11, 1995          /s/   Dwain H.  Hughes                   
                    ------------------------------
                  Dwain H.  Hughes
                 Senior Vice President and
                  Chief  Financial Officer
                     (Principal Financial Officer)

10-Q
9th “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 9th
TANDY CORPORATION                   
INDEX TO EXHIBITS                   

Exhibit                                            Sequential           
Number     Description                              Page No.            

2a         Agreement for Purchase and Sale of Assets                    
dated as of June 30, 1993 between AST             
Research, Inc., as Purchaser and Tandy            
Corporation, TE Electronics Inc., and GRiD        
Systems Corporation, as Sellers (without          
exhibits) (filed as Exhibit 2 to Tandy's          
July 13, 1993 Form 8-K filed on July 27,          
1993, Accession No. 0000096289-93-000004          
and incorporated herein by reference).            

2b         Amended and Restated Stock Exchange                          
Agreement dated February 1, 1994 by and           
among O'Sullivan Industries Holdings, Inc.,       
and TE Electronics Inc. (filed as Exhibit         
2b to Tandy's Form 10-K filed on March 30,        
1994, Accession No. 0000096289-94-000029          
and incorporated herein by reference).            

2c         U.S. Purchase Agreement dated January 26,                    
1994 by and among O'Sullivan Industries           
Holdings, Inc., TE Electronics Inc. and the       
U.S. Underwriters which included Merrill          
Lynch & Co., Wheat First Butcher & Singer,        
The Chicago Dearborn Company and Rauscher         
Pierce Refsnes, Inc. (filed as Exhibit 2c to      
Tandy's Form 10-K filed on March 30, 1994,        
Accession No. 0000096289-94-000029 and            
incorporated herein by reference).                

2d         International Purchase Agreement dated January               
26, 1994 by and among O'Sullivan Industries       
Holdings, Inc., TE Electronics Inc. and the       
U.S. Underwriters which included Merrill          
Lynch International Limited and UBS Limited       
(filed as Exhibit 2d to Tandy's Form 10-K         
filed on March 30, 1994, Accession No.            
0000096289-94-000029 and incorporated herein      
by reference).                                    

2e         Acquisition Agreement dated January 18,                      
1995 between Hurley State Bank, as purchaser      
and Tandy Credit Corporation as seller            
(without exhibits) (filed as Exhibit (c)          
to Tandy's January 18, 1995 Form 8-K filed        
on February 2, 1995, Accession No.                
0000096289-95-000008 and incorporated             
herein by reference).                             

2e(i)      Amendment No. 1 to Acquisition Agreement                     
dated January 18, 1995 between Tandy Credit       
Corporation, Tandy National Bank and Hurley       
State Bank (filed as Exhibit 2 to Tandy's         
March 30, 1995 Form 8-K filed on April 12,        
1995, Accession No. 0000096289-95-000012          
and incorporated herein by reference).            

2f         Agreement and Plan of Merger dated March 30,                 
1995 by and among, Tandy Corporation, Tandy       
Credit Corporation, Hurley State Bank and         
Hurley Receivables Corporation (filed as          
Exhibit 3 to Tandy's March 30, 1995 Form          
8-K filed on April 12, 1995, Accession No.        
0000096289-95-000012 and incorporated             
herein by reference).                             

3a(i)      Restated Certificate of Incorporation of                     
Tandy dated December 10, 1982 (filed as           
Exhibit 4A to Tandy's 1993 Form S-8 for           
the Tandy Corporation Incentive Stock Plan,       
Reg. No. 33-51603, filed on November 12,          
1993, Accession No. 0000096289-93-000017          
and incorporated herein by reference).            

3a(ii)     Certificate of Amendment of Certificate of                   
Incorporation of Tandy Corporation dated          
November 13, 1986 (filed as Exhibit 4A to         
Tandy's 1993 Form S-8 for the Tandy               
Corporation Incentive Stock Plan, Reg.            
No. 33-51603, filed on November 12,               
1993, Accession No. 0000096289-93-000017 and      
incorporated herein by reference).                

3a(iii)    Certificate of Amendment of Certificate                      
of Incorporation, amending and restating          
the Certificate of Designation, Preferences       
and Rights of Series A Junior Participating       
Preferred Stock dated June 22, 1990 (filed        
as Exhibit 4A to Tandy's 1993 Form S-8 for        
the Tandy Corporation Incentive Stock Plan,       
Reg. No. 33-51603, filed on November 12,          
1993, Accession No. 0000096289-93-000017          
and incorporated herein by reference).            

3a(iv)     Certificate of Designations of Series B                      
TESOP Convertible Preferred dated June 29,        
1990 (filed as Exhibit 4A to Tandy's 1993         
Form S-8 for the Tandy Corporation Incentive      
Stock Plan, Reg. No. 33-51603, filed on           
November 12, 1993, Accession No.                  
0000096289-93-000017 and incorporated             
herein by reference).                             

3a(v)      Certificate of Designation, Series C                         
Conversion Preferred Stock dated February         
13, 1992 (filed as Exhibit 4A to Tandy's          
1993 Form S-8 for the Tandy Corporation           
Incentive Stock Plan, Reg. No. 33-51603,          
filed on November 12, 1993, Accession             
No. 0000096289-93-000017 and incorporated         
herein by reference).                             

3b         Tandy Corporation Bylaws, restated as of                     
August 4, 1993 (filed as Exhibit 4B to            
Tandy's Form S-8 for the Tandy Corporation        
Incentive Stock Plan, Reg. No. 33-51603,          
filed on November 12, 1993, Accession No.         
0000096289-93-000017 and incorporated             
herein by reference).                             

4a         Amended and restated Rights Agreement with                   
the First National Bank of Boston dated           
June 22, 1990 for Preferred Share Purchase        
Rights (filed as Exhibit 4b to Tandy's Form       
10-K filed on March 30, 1994, Accession No.       
0000096289-94-000029 and incorporated             
herein by reference).                             

4b         Revolving Credit Agreement between Tandy                     
Corporation and Texas Commerce Bank,              
individually and as Agent for sixteen other       
banks, dated as of May 27, 1994 (without          
exhibits) (filed as Exhibit 4c to Tandy's         
Form 10Q filed on August 15, 1994, Accession      
No. 0000096289-94-000039 and incorporated         
herein by reference).                             

4c         Continuing Guaranty dated as of June 18,                     
1991 by Tandy Corporation in favor of             
holders of indebtedness issued by Tandy           
Credit Corporation that is or may be              
publicly traded and is rated by at least          
one nationally recognized rating agency           
(filed as Exhibit 4e to Tandy's Form 10-K         
filed on March 30, 1994, Accession No.            
0000096289-94-000029 and incorporated             
herein by reference).                             

10a*       Salary Continuation Plan for Executive                       
Employees of Tandy Corporation and                
Subsidiaries including amendment dated            
June 14, 1984 with respect to participation       
by certain executive employees, as restated       
October 4, 1990 (filed as Exhibit 10a to          
Tandy's Form 10-K filed on March 30, 1994,        
Accession No. 0000096289-94-000029 and            
incorporated herein by reference).                

10b*       Form of Executive Pay Plan Letters (filed                    
as Exhibit 10b to Tandy's Form 10-K filed         
on March 30, 1995, Accession No.                  
0000096289-95-000010 and incorporated             
herein by reference).                             

10c*       Post Retirement Death Benefit Plan for                       
Selected Executive Employees of Tandy             
Corporation and Subsidiaries as restated          
June 10, 1991 (filed as Exhibit 10c to            
Tandy's Form 10-K filed on March 30, 1994,        
Accession No. 0000096289-94-000029 and            
incorporated herein by reference).                

10d*       Tandy Corporation Officers Deferred                          
Compensation Plan as restated July 10,            
1992 (filed as Exhibit 10d to Tandy's             
Form 10-K filed on March 30, 1994,                
Accession No. 0000096289-94-000029 and            
incorporated herein by reference).                

10e*       Special Compensation Plan No. 1 for Tandy                    
Corporation Executive Officers, adopted           
in 1993 (filed as Exhibit 10e to Tandy's          
Form 10-K filed on March 30, 1994, Accession      
No. 0000096289-94-000029 and incorporated         
herein by reference).                             

10f*       Special Compensation Plan No. 2 for Tandy                    
Corporation Executive Officers, adopted           
in 1993 (filed as Exhibit 10f to Tandy's          
Form 10-K filed on March 30, 1994, Accession      
No. 0000096289-94-000029 and incorporated         
herein by reference).                             

10g*       Special Compensation Plan for Directors                      
of Tandy Corporation dated November 13,           
1986 (filed as Exhibit 10g to Tandy's             
Form 10-K filed on March 30, 1994,                
Accession No. 0000096289-94-000029                
and incorporated herein by reference).            

10h*       Director Fee Resolution (filed as Exhibit                    
10h to Tandy's Form 10-K filed on March 30,       
1994, Accession No. 0000096289-94-000029          
and incorporated herein by reference).            

10i*       Tandy Corporation 1985 Stock Option Plan                     
as restated effective August 1990 (filed          
as Exhibit 10i to Tandy's Form 10-K filed         
on March 30, 1994, Accession No.                  
0000096289-94-000029 and incorporated             
herein by reference).                             

10j*       Tandy Corporation 1993 Incentive Stock Plan                  
as restated May 18, 1995.                       18

10k*       Tandy Corporation Officers Life Insurance                    
Plan as amended and restated effective            
August 22, 1990 (filed as Exhibit 10k to          
Tandy's Form 10-K filed on March 30, 1994,        
Accession No. 0000096289-94-000029 and            
incorporated herein by reference).                

10l*       Restated Trust Agreement Tandy Employees                     
Supplemental Stock Program through Amendment      
No. III dated March 29, 1993 (filed as            
Exhibit 10H to Tandy's Form 10-K/A-4 filed        
on September 3, 1993, Accession No.               
0000096289-93-000011 and incorporated             
herein by reference).                             

10m*       Forms of Termination Protection Agreements                   
for (i) Corporate Executives, (ii) Division       
Executives, and (iii) Subsidiary Executives     38

10n*       Tandy Corporation Termination Protection                     
Plans for Executive Employees of Tandy            
Corporation and its Subsidiaries (i) the          
Level I and (ii) Level II Plans.                75

10o*       Forms of Bonus Guarantee Letter Agreements                   
with certain Executive Employees of Tandy         
Corporation and its Subsidiaries (i)              
Formula, (ii) Discretionary, and (iii)            
Pay Plan (filed as Exhibit 10o to Tandy's         
Form 10-K filed on March 30, 1994,                
Accession No. 0000096289-94-000029 and            
incorporated herein by reference).                

10p*       Form of Indemnity Agreement with Directors,                  
Corporate Officers and two Division Officers      
of Tandy Corporation (filed as Exhibit 10p        
to Tandy's Form 10-K filed on March 30, 1994,     
Accession No. 0000096289-94-000029 and            
incorporated herein by reference).                

11         Statement of Computation of Earnings                         
per Share                                      102

12         Statement of Computation of Ratio of                         
Earnings to Fixed Charges                      104

27         Financial Data Schedule                                      

_______________________                                               

*  Each of these exhibits is a "management contract or                  
compensatory plan, contract, or arrangement".                     

10-Q
10th “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 10th
                                       EXHIBIT 10j
TANDY CORPORATION                   
1993 INCENTIVE STOCK PLAN                   
(AMENDED AND RESTATED MAY 18, 1995)                   

1. Purpose.                                                             
-------                                                           

The purpose of this Plan is to strengthen Tandy Corporation             
(the "Company") by providing an incentive to its key                    
employees, consultants and advisors and directors and thereby           
encouraging them to devote their abilities and industry to              
the success of the Company's business enterprise.  It is                
intended that this purpose be achieved by extending to                  
directors, key employees, consultants and advisors of the               
Company and its subsidiaries an added long-term incentive for           
high levels of performance and unusual efforts through the              
grant of Incentive Stock Options, Nonqualified Stock Options,           
Stock Appreciation Rights, Restricted Stock, Performance                
Units and Performance Shares (as each term is hereinafter               
defined).                                                               

2.  Definitions.                                                        
-----------                                                     
For purposes of the Plan:                                               

2.1  "Adjusted Fair Market Value" means, in the event of a              
Change in Control, the greater of (i) the highest price per             
Share paid to holders of the Shares in any transaction (or              
series of transactions) constituting or resulting in a Change           
in Control or (ii) the highest Fair Market Value of a Share             
during the ninety (90) day period ending on the date of a               
Change in Control.                                                      

2.2  "Agreement" means the written agreement between the                
Company and an Optionee or Grantee evidencing the grant of an           
Option or Award and setting forth the terms and conditions              
thereof.                                                                

2.3  "Award" means a grant of Restricted Stock, a Stock                 
Appreciation Right, a Performance Award or any or all of                
them.                                                                   

2.4  "Board" means the Board of Directors of the Company.               

2.5  "Cause" means 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.                                          

2.6  "Change in Capitalization" means any increase or                   
reduction in the number of Shares, or any change (including,            
but not limited to, a change in value) in the Shares or                 
exchange of Shares for a different number or kind of shares             
or other securities of the Company, by reason of a                      
reclassification, recapitalization, merger, consolidation,              
reorganization, spin-off, split-up, issuance of warrants or             
rights or debentures, stock dividend, stock split or reverse            
stock split, cash dividend, property dividend, combination or           
exchange of shares, repurchase of shares, change in corporate           
structure or otherwise.                                                 

2.7  A "Change in Control" shall mean the occurrence during             
the term of the Plan of:                                                

(a) An acquisition (other than directly from the            
Company) of any voting securities of the Company (the "Voting           
Securities") by any "Person" (as the term person is used for            
purposes of Section 13(d) or 14(d) of the Securities Exchange           
Act of 1934, as amended (the "1934 Act")) immediately after             
which such Person has "Beneficial Ownership" (within the                
meaning of Rule 13d-3 promulgated under the 1934 Act) of                
fifteen percent (15%) or more of the combined voting power of           
the Company's then outstanding Voting Securities; provided,             
however, in determining whether a Change in Control has                 
occurred, Voting Securities which are acquired in a                     
"Non-Control Acquisition" (as hereinafter defined) shall not            
constitute an acquisition which would cause a Change in                 
Control.  A "Non-Control Acquisition" shall mean an                     
acquisition by (i) an employee benefit plan (or a trust                 
forming a part thereof) maintained by (A) the Company or (B)            
any corporation or other Person of which a majority of its              
voting power or its voting equity securities or equity                  
interest is owned, directly or indirectly, by the Company               
(for purposes of this definition, a "Subsidiary"), (ii) the             
Company or its Subsidiaries, or (iii) any Person in                     
connection with a "Non-Control Transaction" (as hereinafter             
defined).                                                               

(b) The individuals who, as of August 1, 1993, are          
members of the Board (the "Incumbent Board"), cease for any             
reason to constitute at least two-thirds of the Board;                  
provided, however, that if the election, or nomination for              
election by the Company's stockholders, of any new director             
was approved by a vote of at least two-thirds of the                    
Incumbent Board, such new director shall, for purposes of               
this Plan, be considered as a member of the Incumbent Board;            
provided further, however, that no individual shall be                  
considered a member of the Incumbent Board if such individual           
initially assumed office as a result of either an actual or             
threatened "Election Contest" (as described in Rule 14a-11              
promulgated under the 1934 Act) or other actual or threatened           
solicitation of proxies or consents by or on behalf of a                
Person other than the Board (a "Proxy Contest") including by            
reason of any agreement intended to avoid or settle any                 
Election Contest or Proxy Contest; or                                   

(c) Approval by stockholders of the Company of:             

(i) A merger, consolidation or reorganization       
involving the Company, unless                                           

(A) the stockholders of the Company,        
immediately before such merger, consolidation or                        
reorganization, own, directly or indirectly immediately                 
following such merger, consolidation or reorganization, at              
least sixty percent (60%) of the combined voting power of the           
outstanding voting securities of the corporation resulting              
from such merger or consolidation or reorganization (the                
"Surviving Corporation") in substantially the same proportion           
as their ownership of the Voting Securities immediately                 
before such merger, consolidation or reorganization,                    

(B) the individuals who were members of the 
Incumbent Board immediately prior to the execution of the               
agreement providing for such merger, consolidation or                   
reorganization constitute at least two-thirds of the members            
of the board of directors of the Surviving Corporation,                 

(C) no Person other than the Company, any   
Subsidiary, any employee benefit plan (or any trust forming a           
part thereof) maintained by the Company, the Surviving                  
Corporation, or any Subsidiary, or any Person who,                      
immediately prior to such merger, consolidation or                      
reorganization had Beneficial Ownership of fifteen percent              
(15%) or more of the then outstanding Voting Securities] has            
Beneficial Ownership of fifteen percent (15%) or more of the            
combined voting power of the Surviving Corporation's then               
outstanding voting securities, and                                      

(D) a transaction described in clauses (A)  
through (C) shall herein be referred to as a "Non-Control               
Transaction";                                                           

(ii) A complete liquidation or dissolution of the   
Company; or                                                             

(iii) An agreement for the sale or other            
disposition of all or substantially all of the assets of the            
Company to any Person (other than a transfer to a                       
Subsidiary).                                                            

Notwithstanding the foregoing, a Change in Control shall not            
be deemed to occur solely because any Person (the "Subject              
Person") acquired Beneficial Ownership of more than the                 
permitted amount of the outstanding Voting Securities as a              
result of the acquisition of Voting Securities by the Company           
which, by reducing the number of Voting Securities                      
outstanding, increases the proportional number of shares                
Beneficially Owned by the Subject Person, provided that if a            
Change in Control would occur (but for the operation of this            
sentence) as a result of the acquisition of Voting Securities           
by the Company, and after such share acquisition by the                 
Company, the Subject Person becomes the Beneficial Owner of             
any additional Voting Securities which increases the                    
percentage of the then outstanding Voting Securities                    
Beneficially Owned by the Subject Person, then a Change in              
Control shall occur.                                                    

2.8  "Code" means the Internal Revenue Code of 1986, as                 
amended.                                                                

2.9 "Committee" means the Organization and Compensation                 
Committee of the Board consisting of at least three (3)                 
Disinterested Directors appointed by the Board to administer            
the Plan and to perform the functions set forth herein.                 

2.10  "Company" means Tandy Corporation.                                

2.11  "Director Option" means an Option granted pursuant to             
Section 5.                                                              

2.12  "Disability" means a physical or mental infirmity which           
impairs the Optionee's ability to perform substantially his             
or her duties for a period of one hundred eighty (180)                  
consecutive days.                                                       

2.13  "Disinterested Director" means a director of the                  
Company who is "disinterested" within the meaning of Rule               
16b-3 under the Exchange Act.                                           

2.14  "Division" means any of the operating units or                    
divisions of the Company designated as a Division by the                
Committee.                                                              

2.15  "Eligible Employee" means any officer or other key                
employee or consultant or advisor of the Company or a                   
Subsidiary designated by the Committee as eligible to receive           
Options or Awards subject to the conditions set forth herein.           

2.16  "Employee Option" means an Option granted pursuant to             
Section 6.                                                              

2.17  "Exchange Act" means the Securities Exchange Act of               
1934, as amended.                                                       

2.18  "Fair Market Value" on any date means the average of              
the high and low sales prices of the Shares on such date on             
the principal national securities exchange on which such                
Shares are listed or admitted to trading, or if such Shares             
are not so listed or admitted to trading, the arithmetic mean           
of the per Share closing bid price and per Share closing                
asked price on such date as quoted on the National                      
Association of Securities Dealers Automated Quotation System            
or such other market in which such prices are regularly                 
quoted, or, if there have been no published bid or asked                
quotations with respect to Shares on such date, the Fair                
Market Value shall be the value established by the Board in             
good faith and, in the case of an Incentive Stock Option, in            
accordance with Section 422 of the Code.                                

2.19  "Grantee" means a person to whom an Award has been                
granted under the Plan.                                                 

2.20  "Incentive Stock Option" means an Option satisfying the           
requirements of Section 422 of the Code and designated by the           
Committee as an Incentive Stock Option.                                 

2.21  "Nonemployee Director" means a director of the Company            
who is not an employee of the Company or any Subsidiary.                

2.22  "Nonqualified Stock Option" means an Option which is              
not an Incentive Stock Option.                                          

2.23  "Option" means a Employee Option, a Director Option, or           
either or both of them.                                                 

2.24  "Optionee" means a person to whom an Option has been              
granted under the Plan.                                                 

2.25  "Parent" means any corporation which is a parent                  
corporation (within the meaning of Section 424(e) of the                
Code) with respect to the Company.                                      

2.26  "Performance Awards" means Performance Units,                     
Performance Shares or either or both of them.                           

2.27  "Performance Cycle" means the time period specified by            
the Committee at the time a Performance Award is granted                
during which the performance of the Company, a Subsidiary or            
a Division will be measured.                                            

2.28  "Performance Shares" means Shares issued or transferred           
to an Eligible Employee under Section 10.                               

2.29  "Performance Unit" means Performance Units granted to             
an Eligible Employee under Section 10.                                  

2.30  "Restricted Stock" means Shares issued or transferred             
to an Eligible Employee pursuant to Section 9.                          

2.31  "Retirement" means termination of service as a Director           
under circumstances entitling the Director to a retirement              
benefit under the Company's Directors Special Compensation              
Plan.                                                                   

2.32  "Stock Appreciation Right" means a right to receive all           
or some portion of the increase in the value of the Shares as           
provided in Section 8.                                                  

2.33  "Plan" means the Tandy Corporation 1993 Incentive Stock           
Plan.                                                                   

2.34  "Shares" means the common stock, par value $1.00 per              
share, of the Company.                                                  

2.35  "Subsidiary" means any corporation which is a                     
subsidiary corporation (within the meaning of Section 424(f)            
of the Code) with respect to the Company.                               

2.36  "Successor Corporation" means a corporation, or a                 
parent or subsidiary thereof within the meaning of Section              
424(a) of the Code, which issues or assumes a stock option in           
a transaction to which Section 424(a) of the Code applies.              

2.37  "Ten-Percent Stockholder" means an Eligible Employee,             
who, at the time an Incentive Stock Option is to be granted             
to him or her, owns (within the meaning of Section 422(b)(6)            
of the Code) stock possessing more than ten percent (10%) of            
the total combined voting power of all classes of stock of              
the Company, or of a Parent or a Subsidiary.                            

3.  Administration.                                                     
--------------                                                  

3.1  The Plan shall be administered by the Committee which              
shall hold meetings at such times as may be necessary for the           
proper administration of the Plan.  No member of the                    
Committee shall be liable for any action, failure to act,               
determination or interpretation made in good faith with                 
respect to this Plan or any transaction hereunder, except for           
liability arising from his or her own willful misfeasance,              
gross negligence or reckless disregard of his or her duties.            
The Company hereby agrees to indemnify each member of the               
Committee for all costs and expenses and, to the extent                 
permitted by applicable law, any liability incurred in                  
connection with defending against, responding to, negotiation           
for the settlement of or otherwise dealing with any claim,              
cause of action or dispute of any kind arising in connection            
with any actions in administering this Plan or in authorizing           
or denying authorization to any transaction hereunder.                  

3.2  Subject to the express terms and conditions set forth              
herein, the Committee shall have the power from time to time            
to:                                                                     

(a) determine those individuals to whom Employee            
Options shall be granted under the Plan and the number of               
Incentive Stock Options and/or Nonqualified Stock Options to            
be granted to each Eligible Employee and to prescribe the               
terms and conditions (which need not be identical) of each              
Employee Option, including the purchase price per Share                 
subject to each Employee Option, and make any amendment or              
modification to any Agreement consistent with the terms of              
the Plan; and                                                           

(b) select those Eligible Employees to whom Awards          
shall be granted under the Plan and to determine the number             
of Stock Appreciation Rights, Performance Units, Performance            
Shares, and/or Shares of Restricted Stock to be granted                 
pursuant to each Award, the terms and conditions of each                
Award, including the restrictions or performance criteria               
relating to such Performance Units or Performance Shares, the           
maximum value of each Performance Unit and Performance Share            
and make any amendment or modification to any Agreement                 
consistent with the terms of the Plan.                                  

3.3  Subject to the express terms and conditions set forth              
herein, the Committee shall have the power from time to time:           

(a) to construe and interpret the Plan and the Options      
and Awards granted thereunder and to establish, amend and               
revoke rules and regulations for the administration of the              
Plan, including, but not limited to, correcting any defect or           
supplying any omission, or reconciling any inconsistency in             
the Plan or in any Agreement, in the manner and to the extent           
it shall deem necessary or advisable to make the Plan fully             
effective, and all decisions and determinations by the                  
Committee in the exercise of this power shall be final,                 
binding and conclusive upon the Company, its Subsidiaries,              
the Optionees and Grantees and all other persons having any             
interest therein;                                                       

(b) to determine the duration and purposes for leaves       
of absence which may be granted to an Optionee or Grantee on            
an individual basis without constituting a termination of               
employment or service for purposes of the Plan;                         

(c) to exercise its discretion with respect to the          
powers and rights granted to it as set forth in the Plan; and           

(d) generally, to exercise such powers and to perform       
such acts as are deemed necessary or advisable to promote the           
best interests of the Company with respect to the Plan.                 

4.  Stock Subject to the Plan.                                          
-------------------------                                       

4.1  The maximum number of Shares that may be made the                  
subject of Options and Awards granted under the Plan is                 
3,000,000.  Upon a Change in Capitalization the maximum                 
number of Shares shall be adjusted in number and kind                   
pursuant to Section 12.  The Company shall reserve for the              
purposes of the Plan, out of its authorized but unissued                
Shares or out of Shares held in the Company's treasury, or              
partly out of each, such number of Shares as shall be                   
determined by the Board.                                                

4.2  Upon the granting of an Option or an Award, the number             
of Shares available under Section 4.1 for the granting of               
further Options and Awards shall be reduced as follows:                 

(a) In connection with the granting of an Option or an      
Award (other than the granting of a Performance Unit                    
denominated in dollars), the number of Shares shall be                  
reduced by the number of Shares in respect of which the                 
Option or Award is granted or denominated.                              

(b) In connection with the granting of a Performance        
Unit denominated in dollars, the number of Shares shall be              
reduced by an amount equal to the quotient of (i) the dollar            
amount in which the Performance Unit is denominated, divided            
by (ii) the Fair Market Value of a Share on the date the                
Performance Unit is granted.                                            

4.3  Whenever any outstanding Option or Award or portion                
thereof expires, is canceled or is otherwise terminated for             
any reason without having been exercised or payment having              
been made in respect of the entire Option or Award, the                 
Shares allocable to the expired, canceled or otherwise                  
terminated portion of the Option or Award may again be the              
subject of Options or Awards granted hereunder.                         

4.4  Notwithstanding anything contained in this Section 4,              
the number of Shares available for Options and Awards at any            
time under the Plan shall be reduced to such lesser amount as           
may be required pursuant to the methods of calculation                  
necessary so that the exemptions provided pursuant to Rule              
16b-3 under the Exchange Act will continue to be available              
for transactions involving all current and future Options and           
Awards.  In addition, during the period that any Options and            
Awards remain outstanding under the Plan, the Committee may             
make good faith adjustments with respect to the number of               
Shares attributable to such Options and Awards for purposes             
of calculating the maximum number of Shares available for the           
granting of future Options and Awards under the Plan,                   
provided that following such adjustments the exemptions                 
provided pursuant to Rule 16b-3 under the Exchange Act will             
continue to be available for transactions involving all                 
current and future Options and Awards.                                  

5.  DIRECTOR PLANS.                                                     
--------------                                                  

5A.  OPTION GRANTS FOR NON-EMPLOYEE DIRECTORS.                          
----------------------------------------                      

5A.1  Annual Grant.  Director Options shall be granted to               
------------                                                  
each Nonemployee Director on the first trading day of                   
September of each year that the Plan is in effect.  Each                
Director Option granted shall be in respect of 4,000 Shares.            
The purchase price of each Director Option shall be as                  
provided in Section 5A.3 and such Options shall be evidenced            
by an Agreement containing such other terms and conditions              
not inconsistent with the provisions of this Plan as                    
determined by the Board; provided, however, that such terms             
--------  -------     
shall not vary the timing of awards of Director Options,                
including provisions dealing with forfeiture or termination             
of such Director Options.                                               

5A.2  One Time Grant.  Director Options shall be granted to             
--------------                                              
each Nonemployee Director elected by the stockholders on May            
18, 1995, provided the Plan is approved by the stockholders             
of the Company.  Each newly appointed or elected Nonemployee            
Director who has not previously received a one-time grant               
hereunder, shall be granted an option on the date the                   
Nonemployee Director attends his or her first Company Board             
meeting.  Each Director Option granted under this section               
shall be in respect of 5,000 Shares.  The purchase price of             
each Director Option shall be as provided in Section 5A.3 and           
such Options shall be evidenced by an Agreement containing              
such other terms and conditions not inconsistent with the               
provisions of this Plan as determined by the Board; provided,           
                                        --------
however, that such terms shall not vary the timing of awards            
-------                                                                 
of Director Options, including provisions dealing with                  
forfeiture or termination of such Director Options.                     

5A.3  Purchase Price.  The purchase price for Shares under              
--------------                                              
each Director Option shall be equal to 100% of the Fair                 
Market Value of such Shares on the trading date immediately             
preceding the date of grant.                                            

5A.4  Vesting.  Subject to Section 7.4, each Director Option            
-------                                                     
shall become exercisable with respect to one third (1/3) of             
the Shares subject thereto effective as of each of the first,           
second and third anniversaries of the grant date; provided,             
                                    --------
however, that the Optionee continues to serve as a Director             
-------                                                                 
as of such dates.  Notwithstanding the foregoing, if a                  
Director's service terminates by reason of his death,                   
Disability or Retirement, all Director Options then held by             
the Director shall be fully vested.                                     

5A.5  Duration.  Each Director Option shall terminate on the            
--------                                                    
date which is the tenth anniversary of the grant date, unless           
terminated earlier as follows:                                          

(a) If an Optionee's service as a Director terminates       
for any reason other than Retirement, Disability, death or              
Cause, the Optionee may, for a period of three (3) months               
after such termination, exercise his or her Option to the               
extent, and only to the extent, that such Option or portion             
thereof was vested and exercisable as of the date the                   
Optionee's service as a Director terminated, after which time           
the Option shall automatically terminate in full.                       

(b) If an Optionee's service as a Director terminates       
by reason of the Optionee's Retirement or by resignation or             
removal from the Board due to Disability, the Optionee may,             
for a period of 12 months after such termination, exercise              
his or her Option to the extent, and only to the extent that            
such Option or portion thereof was vested and exercisable, as           
of the date the Optionee's service as Director terminated,              
after which time the Option shall automatically terminate in            
full.                                                                   

(c) If an Optionee's service as a Director terminates       
for Cause, the Option granted to the Optionee hereunder shall           
immediately terminate in full and no rights thereunder may be           
exercised.                                                              

(d) If an Optionee dies while a Director or within          
three (3) months after termination of service as a Director             
as described in clause (a) or (b) of this Section 5A.5, the             
Option granted to the Optionee may be exercised at any time             
within 12 months after the Optionee's death by the person or            
persons to whom such rights under the Option shall pass by              
will, or by the laws of descent or distribution, after which            
time the Option shall terminate in full.                                

5B.  STOCK PURCHASE FOR DIRECTOR RETAINER FEES.                         
-----------------------------------------                     

5B.1  Election to Participate.                                          
-----------------------                                     

(a) First Time Election.  All Nonemployee Directors or      
-------------------                                 
nominees on May 18, 1995, may file a six month irrevocable              
election to participate in this Plan with the Company                   
Secretary at the 50% or 100% level prior to April 1, 1995,              
subject to stockholder approval of this Plan.  Such Directors           
who elect to participate will be eligible to receive their              
Nonemployee Director retainer fee for the period October 1,             
1995 through May 31, 1996 in the form of Shares issued on               
October 1, 1995.  All newly appointed or newly elected                  
Nonemployee Directors will be eligible to participate in this           
Plan by filing a six month irrevocable election to                      
participate, at the 50% or 100% level, with the Company                 
Secretary.  An election so filed shall become effective on              
the first day of the month following the six month                      
anniversary of the day of the election's receipt by the                 
Company Secretary and the period shall end on May 31 of the             
ensuing year.  After the "First Time Election" provided for             
in this Section has been made, each Nonemployee Director will           
be allowed to change his election annually on or before                 
November 30 of the prior year as provided for in Section                
5B.1(b) below.                                                          

(b) Annual Election.  Each Nonemployee Director will,       
---------------                                     
on or before November 30 of the prior year, shall have the              
right to change his election to participate in this Plan by             
having 50% or 100% of the Director's retainer fee (i.e.                 
$24,000) payable under the Director Compensation Plan paid to           
him in advance on June 1 for the ensuing year, assuming he is           
reelected by the stockholders at the annual meeting.  Any               
election made under Section 5B.1 (a) or (b) shall continue in           
effect until changed during the annual election period which            
terminates on November 30 of each year.                                 

5B.2  Payment in Stock.  Shares having a value equal to 50%             
----------------                                            
of the annual retainer fee (i.e.  $12,000) or 100% of the               
annual retainer fee (i.e.  $24,000) will be paid to each                
Director on June 1 of each year in accordance with the                  
election filed under Section 5B.1(b) hereof.  Shares having a           
value equal to $1,000 per month (50% election) or $2,000 per            
month (100% election) will be paid to each Director on the              
first day of the month following the six month anniversary              
date of the Company Secretary's receipt of the election                 
provided under Section 5B.1(a) hereof for the period                    
beginning on the first day of the month following the six               
month anniversary date of the Company Secretary's receipt of            
the Director's election and ending on May 31.                           

5B.3  Fair Market Value.  The Fair Market Value for Shares              
-----------------                                           
paid to Directors under this Section shall be equal to the              
Fair Market Value of such Shares on the first trading day               
immediately preceding June 1 of each year under the election            
in Section 5B.1(b) and at the Fair Market Value of such                 
Shares on the first trading day preceding the first day of              
the month following the six month anniversary date of the               
Company Secretary's receipt of the Nonemployee Director's               
irrevocable election in Section 5B.1(a).  No fractional Share           
will be issued to any Director.                                         

5B.4  Distribution.  Shares will be distributed to the                  
------------                                                
Director as soon as practicable after issuance.  Any amount             
not used for the acquisition of a Share will be paid to the             
Director in cash.                                                       

6.  Option Grants for Eligible Employees.                               
------------------------------------                            

6.1  Authority of Committee.  Subject to the provisions of              
----------------------                                        
the Plan and to Section 4.1 above, the Committee shall have             
full and final authority to select those Eligible Employees             
who will receive Options (each an "Employee Option"), the               
terms and conditions of which shall be set forth in an                  
Agreement; provided, however, that no person shall receive              
-----------------                                 
any Incentive Stock Options unless he or she is an employee             
of the Company, a Parent or a Subsidiary at the time the                
Incentive Stock Option is granted.                                      

6.2  Purchase Price.  The purchase price or the manner in               
--------------                                                
which the purchase price is to be determined for Shares under           
each Employee Option shall be determined by the Committee and           
set forth in the Agreement; provided, however, that the                 
 -----------------
purchase price per Share under each Incentive Stock Option              
shall not be less than 100% of the Fair Market Value of a               
Share on the date the Incentive Stock Option is granted (110%           
in the case of an Incentive Stock Option granted to a                   
Ten-Percent Stockholder) and the purchase price per Share               
under each Nonqualified Stock Option shall not be less than             
the Fair Market Value of a Share on the date the Nonqualified           
Stock Option is granted.                                                

6.3 Maximum Duration.  Employee Options granted hereunder             
----------------                                              
shall be for such term as the Committee shall determine,                
provided that an Incentive Stock Option shall not be                    
exercisable after the expiration of ten (10) years from the             
date it is granted (five (5) years in the case of an                    
Incentive Stock Option granted to a Ten-Percent Stockholder)            
and a Nonqualified Stock Option shall not be exercisable                
after the expiration of ten (10) years from the date it is              
granted.  The Committee may, subsequent to the granting of              
any Employee Option, extend the term thereof but in no event            
shall the term as so extended exceed the maximum term                   
provided for in the preceding sentence.                                 

6.4  Vesting.  Subject to Section 7.4 hereof, each Employee             
-------                                                       
Option shall become exercisable in such installments (which             
need not be equal) and at such times as may be designated by            
the Committee and set forth in the Agreement.  To the extent            
not exercised, installments shall accumulate and be                     
exercisable, in whole or in part, at any time after becoming            
exercisable, but not later than the date the Employee Option            
expires.  The Committee may accelerate the exercisability of            
any Option or portion thereof at any time.                              

6.5  Modification or Substitution.  The Committee may, in its           
----------------------------                                  
discretion, modify outstanding Employee Options or accept the           
surrender of outstanding Employee Options (to the extent not            
exercised) and grant new Options in substitution for them.              
Notwithstanding the foregoing, (i) no modification of an                
Employee Option shall adversely alter or impair any rights or           
obligations under the Employee Option without the Optionee's            
consent, and (ii) no modification or surrender of an                    
outstanding option and the grant of new options in                      
substitution for them which results in a Purchase Price (as             
defined in Section 6.2 hereof) that is lower than the                   
Purchase Price of the originally issued Option shall be                 
effective until authorized by the shareholders of the                   
Corporation.                                                            

7.  Terms and Conditions Applicable to All Options.                     
----------------------------------------------                  

7.1  Non-transferability.  No Option granted hereunder shall            
-------------------                                           
be transferable by the Optionee to whom granted otherwise               
than by will or the laws of descent and distribution, and an            
Option may be exercised during the lifetime of such Optionee            
only by the Optionee or his or her guardian or legal                    
representative.  The terms of such Option shall be final,               
binding and conclusive upon the beneficiaries, executors,               
administrators, heirs and successors of the Optionee.                   

7.2  Method of Exercise.  The exercise of an Option shall be            
------------------                                            
made only by a written notice delivered in person or by mail            
to the Secretary of the Company at the Company's principal              
executive office, specifying the number of Shares to be                 
purchased and accompanied by payment therefor and otherwise             
in accordance with the Agreement pursuant to which the Option           
was granted.  The purchase price for any Shares purchased               
pursuant to the exercise of an Option shall be paid in full             
upon such exercise by any one or a combination of the                   
following: (i) cash or (ii) transferring Shares to the                  
Company upon such terms and conditions as determined by the             
Committee.  Notwithstanding the foregoing, the Committee                
shall have discretion to determine at the time of grant of              
each Employee Option or at any later date (up to and                    
including the date of exercise) the form of payment                     
acceptable in respect of the exercise of such Employee                  
Option.  The written notice pursuant to this Section 7.2 may            
also provide instructions from the Optionee to the Company              
that upon receipt of the purchase price in cash from the                
Optionee's broker or dealer, designated as such on the                  
written notice, in payment for any Shares purchased pursuant            
to the exercise of an Option, the Company shall issue such              
Shares directly to the designated broker or dealer.  Any                
Shares transferred to the Company as payment of the purchase            
price under an Option shall be valued at their Fair Market              
Value on the day preceding the date of exercise of such                 
Option.  If requested by the Committee, the Optionee shall              
deliver the Agreement evidencing the Option to the Secretary            
of the Company who shall endorse thereon a notation of such             
exercise and return such Agreement to the Optionee.  No                 
fractional Shares (or cash in lieu thereof) shall be issued             
upon exercise of an Option and the number of Shares that may            
be purchased upon exercise shall be rounded to the nearest              
number of whole Shares.                                                 

7.3  Rights of Optionees.  No Optionee shall be deemed for              
-------------------                                           
any purpose to be the owner of any Shares subject to any                
Option unless and until (i) the Option shall have been                  
exercised pursuant to the terms thereof, (ii) the Company               
shall have issued and delivered the Shares to the Optionee or           
his designated broker or dealer and (iii) the Optionee's name           
or the name of his designated broker or dealer shall have               
been entered as a stockholder of record on the books of the             
Company.  Thereupon, the Optionee shall have full voting,               
dividend and other ownership rights with respect to such                
Shares.                                                                 

7.4  Effect of Change in Control.  Notwithstanding anything             
---------------------------                                   
contained in the Plan or an Agreement to the contrary, in the           
event of a Change in Control, (i) all Options outstanding on            
the date of such Change in Control shall become immediately             
and fully exercisable and (ii) an Optionee will be permitted            
to surrender for cancellation within sixty (60) days after              
such Change in Control, any Option or portion of an Option to           
the extent not yet exercised and the Optionee will be                   
entitled to receive a cash payment in an amount equal to the            
excess, if any, of (x) (A) in the case of a Nonqualified                
Stock Option, the greater of (1) the Fair Market Value, on              
the date preceding the date of surrender, of the Shares                 
subject to the Option or portion thereof surrendered or (2)             
the Adjusted Fair Market Value of the Shares subject to the             
Option or portion thereof surrendered or (B) in the case of             
an Incentive Stock Option, the Fair Market Value, on the date           
preceding the date of surrender, of the Shares subject to the           
Option or portion thereof surrendered, over (y) the aggregate           
purchase price for such Shares under the Option or portion              
thereof surrendered; provided, however, that in the case of             
-----------------             
an Option granted within six (6) months prior to the Change             
in Control to any Optionee who may be subject to liability              
under Section 16(b) of the Exchange Act, such Optionee shall            
be entitled to surrender for cancellation his or her Option             
during the sixty (60) day period commencing upon the                    
expiration of six (6) months from the date of grant of any              
such Option.                                                            

8.  Stock Appreciation Rights.  The Committee may, in its               
-------------------------                                       
discretion, either alone or in connection with the grant of             
an Option, grant Stock Appreciation Rights in accordance with           
the Plan and the terms and conditions of which shall be set             
forth in an Agreement.  If granted in connection with an                
Option, a Stock Appreciation Right shall cover the same                 
Shares covered by the Option (or such lesser number of Shares           
as the Committee may determine) and shall, except as provided           
in this Section 8, be subject to the same terms and                     
conditions as the related Option.                                       

8.1  Time of Grant.  A Stock Appreciation Right may be                  
-------------                                                 
granted (i) at any time if unrelated to an Option, or (ii) if           
related to an Option, either at the time of grant, or at any            
time thereafter during the term of the Option.                          

8.2  Stock Appreciation Right Related to an Option.                     
---------------------------------------------                 

(a) Exercise.  Subject to Section 8.6, a Stock              
--------                                            
Appreciation Right granted in connection with an Option shall           
be exercisable at such time or times and only to the extent             
that the related Option is exercisable, and will not be                 
transferable except to the extent the related Option may be             
transferable.  A Stock Appreciation Right granted in                    
connection with an Incentive Stock Option shall be                      
exercisable only if the Fair Market Value of a Share on the             
date of exercise exceeds the purchase price specified in the            
related Incentive Stock Option Agreement.                               

(b) Amount Payable.  Upon the exercise of a Stock           
--------------                                      
Appreciation Right related to an Option, the Grantee shall be           
entitled to receive an amount determined by multiplying (A)             
the excess of the Fair Market Value of a Share on the date              
preceding the date of exercise of such Stock Appreciation               
Right over the per Share purchase price under the related               
Option, by (B) the number of Shares as to which such Stock              
Appreciation Right is being exercised.  Notwithstanding the             
foregoing, the Committee may limit in any manner the amount             
payable with respect to any Stock Appreciation Right by                 
including such a limit in the Agreement evidencing the Stock            
Appreciation Right at the time it is granted.                           

(c) Treatment of Related Options and Stock Appreciation     
--------------------------------------------------- 
Rights Upon Exercise.  Upon the exercise of a Stock                     
--------------------                                                    
Appreciation Right granted in connection with an Option, the            
Option shall be canceled to the extent of the number of                 
Shares as to which the Stock Appreciation Right is exercised,           
and upon the exercise of an Option granted in connection with           
a Stock Appreciation Right or the surrender of such Option,             
the Stock Appreciation Right shall be canceled to the extent            
of the number of Shares as to which the Option is exercised             
or surrendered.                                                         

8.3  Stock Appreciation Right Unrelated to an Option.  The              
-----------------------------------------------               
Committee may grant to Eligible Employees Stock Appreciation            
Rights unrelated to Options.  Stock Appreciation Rights                 
unrelated to Options shall contain such terms and conditions            
as to exercisability (subject to Section 8.6), vesting and              
duration as the Committee shall determine, but in no event              
shall they have a term of greater than ten (10) years.  Upon            
exercise of a Stock Appreciation Right unrelated to an                  
Option, the Grantee shall be entitled to receive an amount              
determined by multiplying (A) the excess of the Fair Market             
Value of a Share on the date preceding the date of exercise             
of such Stock Appreciation Right over the Fair Market Value             
of a Share on the date the Stock Appreciation Right was                 
granted, by (B) the number of Shares as to which the Stock              
Appreciation Right is being exercised.  Notwithstanding the             
foregoing, the Committee may limit in any manner the amount             
payable with respect to any Stock Appreciation Right by                 
including such a limit in the Agreement evidencing the Stock            
Appreciation Right at the time it is granted.                           

8.4  Method of Exercise.  Stock Appreciation Rights shall be            
------------------                                            
exercised by a Grantee only by a written notice delivered in            
person or by mail to the Corporate Secretary or the President           
of the Company at the Company's principal executive office,             
specifying the number of Shares with respect to which the               
Stock Appreciation Right is being exercised.  If requested by           
the Committee, the Grantee shall deliver the Agreement                  
evidencing the Stock Appreciation Right being exercised and             
the Agreement evidencing any related Option to the Corporate            
Secretary or President of the Company who shall endorse                 
thereon a notation of such exercise and return such Agreement           
to the Grantee.                                                         

8.5  Form of Payment.  Payment of the amount determined under           
---------------                                               
Sections 8.2(b) or 8.3 may be made in the discretion of the             
Committee, solely in whole Shares in a number determined at             
their Fair Market Value on the date preceding the date of               
exercise of the Stock Appreciation Right, or solely in cash,            
or in a combination of cash and Shares.  If the Committee               
decides to make full payment in Shares and the amount payable           
results in a fractional Share, payment for the fractional               
Share will be made in cash.  Notwithstanding the foregoing,             
no payment in the form of cash may be made upon the exercise            
of a Stock Appreciation Right pursuant to Sections 8.2(b) or            
8.3 to an officer of the Company or a Subsidiary who is                 
subject to liability under Section 16(b) of the Exchange Act,           
unless the exercise of such Stock Appreciation Right is made            
during the period beginning on the third business day and               
ending on the twelfth business day following the date of                
release for publication of the Company's quarterly or annual            
statements of earnings.                                                 

8.6  Restrictions.  No Stock Appreciation Right or portion              
------------                                                  
thereof may be exercised before the date six (6) months after           
the date it is granted.                                                 

8.7  Modification or Substitution.  Subject to the terms of             
----------------------------                                  
the Plan, the Committee may modify outstanding Awards of                
Stock Appreciation Rights or accept the surrender of                    
outstanding Awards of Stock Appreciation Rights (to the                 
extent not exercised) and grant new Awards in substitution              
for them.  Notwithstanding the foregoing, no modification of            
an Award shall adversely alter or impair any rights or                  
obligations under the Agreement without the Grantee's                   
consent.                                                                

8.8  Effect of Change in Control.  Notwithstanding anything             
---------------------------                                   
contained in this Plan to the contrary, in the event of a               
Change in Control, subject to Section 8.6, all Stock                    
Appreciation Rights shall become immediately and fully                  
exercisable.  Notwithstanding Sections 8.3 and 8.5, upon the            
exercise of a Stock Appreciation Right unrelated to an Option           
or any portion thereof during the sixty (60) day period                 
following a Change in Control, the amount payable shall be in           
cash and shall be an amount equal to the excess, if any, of             
(A) the greater of (x) the Fair Market Value, on the date               
preceding the date of exercise, of the Shares subject to                
Stock Appreciation Right or portion thereof exercised and (y)           
the Adjusted Fair Market Value, on the date preceding the               
date of exercise, of the Shares over (B) the aggregate Fair             
Market Value, on the date the Stock Appreciation Right was              
granted, of the Shares subject to the Stock Appreciation                
Right or portion thereof exercised; provided, however, that             
                 -----------------
in the case of a Stock Appreciation Right granted within six            
(6) months prior to the Change in Control to any Grantee who            
may be subject to liability under Section 16(b) of the                  
Exchange Act, such Grantee shall be entitled to exercise his            
Stock Appreciation Right during the sixty (60) day period               
commencing upon the expiration of six (6) months from the               
date of grant of any such Stock Appreciation Right.                     

9.  Restricted Stock.                                                   
----------------                                                

9.1  Grant.  The Committee may grant to Eligible Employees              
-----                                                         
Awards of Restricted Stock, and may issue Shares of                     
Restricted Stock in payment in respect of vested Performance            
Units (as hereinafter provided in Section 10.2), which shall            
be evidenced by an Agreement between the Company and the                
Grantee.  Each Agreement shall contain such restrictions,               
terms and conditions as the Committee may, in its discretion,           
determine and (without limiting the generality of the                   
foregoing) such Agreements may require that an appropriate              
legend be placed on Share certificates.  Awards of Restricted           
Stock shall be subject to the terms and provisions set forth            
below in this Section 9.                                                

9.2  Rights of Grantee.  Shares of Restricted Stock granted             
-----------------                                             
pursuant to an Award hereunder shall be issued in the name of           
the Grantee as soon as reasonably practicable after the Award           
is granted provided that the Grantee has executed an                    
Agreement evidencing the Award, the appropriate blank stock             
powers and, in the discretion of the Committee, an escrow               
agreement and any other documents which the Committee may               
require as a condition to the issuance of such Shares.  If a            
Grantee shall fail to execute the Agreement evidencing a                
Restricted Stock Award, the appropriate blank stock powers              
and, in the discretion of the Committee, an escrow agreement            
and any other documents which the Committee may require                 
within the time period prescribed by the Committee at the               
time the Award is granted, the Award shall be null and void.            
At the discretion of the Committee, Shares issued in                    
connection with a Restricted Stock Award shall be deposited             
together with the stock powers with an escrow agent (which              
may be the Company) designated by the Committee.  Unless the            
Committee determines otherwise and as set forth in the                  
Agreement, upon delivery of the Shares to the escrow agent,             
the Grantee shall have all of the rights of a stockholder               
with respect to such Shares, including the right to vote the            
Shares and to receive all dividends or other distributions              
paid or made with respect to the Shares.                                

9.3  Non-transferability.  Until any restrictions upon the              
-------------------                                           
Shares of Restricted Stock awarded to a Grantee shall have              
lapsed in the manner set forth in Section 9.4, such Shares              
shall not be sold, transferred or otherwise disposed of and             
shall not be pledged or otherwise hypothecated, nor shall               
they be delivered to the Grantee.                                       

9.4  Lapse of Restrictions.                                             
---------------------                                         

(a) Generally.  Restrictions upon Shares of Restricted      
---------                                           
Stock awarded hereunder shall lapse at such time or times and           
on such terms and conditions as the Committee may determine,            
which restrictions shall be set forth in the Agreement                  
evidencing the Award.                                                   

(b) Effect of Change in Control.  Notwithstanding           
---------------------------                         
anything contained in the Plan, unless the Agreement                    
evidencing the Award provides to the contrary, in the event             
of a Change in Control, all restrictions upon any Shares of             
Restricted Stock shall lapse immediately and all such Shares            
shall become fully vested in the Grantee.                               

9.5  Modification or Substitution.  Subject to the terms of             
----------------------------                                  
the Plan, the Committee may modify outstanding Awards of                
Restricted Stock or accept the surrender of outstanding                 
Shares of Restricted Stock (to the extent the restrictions on           
such Shares have not yet lapsed) and grant new Awards in                
substitution for them.  Notwithstanding the foregoing, no               
modification of an Award shall adversely alter or impair any            
rights or obligations under the Agreement without the                   
Grantee's consent.                                                      

9.6  Treatment of Dividends.  At the time the Award of Shares           
----------------------                                        
of Restricted Stock is granted, the Committee may, in its               
discretion, determine that the payment to the Grantee of                
dividends, or a specified portion thereof, declared or paid             
on such Shares by the Company shall be (i) deferred until the           
lapsing of the restrictions imposed upon such Shares and (ii)           
held by the Company for the account of the Grantee until such           
time.  In the event that dividends are to be deferred, the              
Committee shall determine whether such dividends are to be              
reinvested in shares of Stock (which shall be held as                   
additional Shares of Restricted Stock) or held in cash.  If             
deferred dividends are to be held in cash, there may be                 
credited at the end of each year (or portion thereof)                   
interest on the amount of the account at the beginning of the           
year at a rate per annum as the Committee, in its discretion,           
may determine.  Payment of deferred dividends in respect of             
Shares of Restricted Stock (whether held in cash or as                  
additional Shares of Restricted Stock), together with                   
interest accrued thereon, if any, shall be made upon the                
lapsing of restrictions imposed on the Shares in respect of             
which deferred dividends were paid, and any dividends                   
deferred (together with any interest accrued thereon) in                
respect of any Shares of Restricted Stock shall be forfeited            
upon the forfeiture of such Shares.                                     

9.7  Delivery of Shares.  Upon the lapse of the restrictions            
------------------                                            
on Shares of Restricted Stock, the Committee shall cause a              
stock certificate to be delivered to the Grantee with respect           
to such Shares, free of all restrictions hereunder.                     

10.  Performance Awards.                                                
------------------                                            

10.1  Performance Objectives.  Performance objectives for               
----------------------                                      
Performance Awards may be expressed in terms of (i) earnings            
per Share, (ii) pre-tax profits, (iii) net earnings or net              
worth, (iv) return on equity or assets, (v) any combination             
of the foregoing, or (vi) any other standard or standards               
deemed appropriate by the Committee at the time the Award is            
granted.  Performance objectives may be in respect of the               
performance of the Company and its Subsidiaries (which may be           
on a consolidated basis), a Subsidiary or a Division.                   
Performance objectives may be absolute or relative and may be           
expressed in terms of a progression within a specified range.           
Prior to the end of a Performance Cycle, the Committee, in              
its discretion, may adjust the performance objectives to                
reflect a Change in the Capitalization, a change in the tax             
rate or book tax rate of the Company or any Subsidiary, or              
any other event which may materially affect the performance             
of the Company, a Subsidiary or a Division, including, but              
not limited to, market conditions or a significant                      
acquisition or disposition of assets or other property by the           
Company, a Subsidiary or a Division.                                    

10.2  Performance Units.  The Committee, in its discretion,             
-----------------                                           
may grant Awards of Performance Units to Eligible Employees,            
the terms and conditions of which shall be set forth in an              
Agreement between the Company and the Grantee.  Performance             
Units may be denominated in Shares or a specified dollar                
amount and, contingent upon the attainment of specified                 
performance objectives within the Performance Cycle,                    
represent the right to receive payment as provided in Section           
10.2(b) of (i) in the case of Share-denominated Performance             
Units, the Fair Market Value of a Share on the date the                 
Performance Unit was granted, the date the Performance Unit             
became vested or any other date specified by the Committee,             
(ii) in the case of dollar-denominated Performance Units, the           
specified dollar amount or (iii) a percentage (which may be             
more than 100%) of the amount described in clause (i) or (ii)           
depending on the level of performance objective attainment;             
provided, however, that the Committee may at the time a                 
-----------------                                                       
Performance Unit is granted, specify a maximum amount payable           
in respect of a vested Performance Unit.  Each Agreement                
shall specify the number of the Performance Units to which it           
relates, the performance objectives which must be satisfied             
in order for the Performance Units to vest and the                      
Performance Cycle within which such objectives must be                  
satisfied.                                                              

(a) Vesting and Forfeiture.  A Grantee shall become         
----------------------                              
vested with respect to the Performance Units to the extent              
that the performance objectives set forth in the Agreement              
are satisfied for the Performance Cycle.                                

(b) Payment of Awards.  Payment to Grantees in respect      
-----------------                                   
of vested Performance Units shall be made within sixty (60)             
days after the last day of the Performance Cycle to which               
such Award relates unless the Agreement evidencing the Award            
provides for the deferral of payment, in which event the                
terms and conditions of the deferral shall be set forth in              
the Agreement.  Subject to Section 10.4, such payments may be           
made entirely in Shares valued at their Fair Market Value as            
of the last day of the applicable Performance Cycle or such             
other date specified by the Committee, entirely in cash, or             
in such combination of Shares and cash as the Committee in              
its discretion, shall determine at any time prior to such               
payment; provided, however, that if the Committee in its                
-----------------                                     
discretion determines to make such payment entirely or                  
partially in Shares of Restricted Stock, the Committee must             
determine the extent to which such payment will be in Shares            
of Restricted Stock and the terms of such Restricted Stock at           
the time the Award is granted.                                          

10.3  Performance Shares.  The Committee, in its discretion,            
------------------                                          
may grant Awards of Performance Shares to Eligible Employees,           
the terms and conditions of which shall be set forth in an              
Agreement between the Company and the Grantee.  Each                    
Agreement may require that an appropriate legend be placed on           
Share certificates.  Awards of Performance Shares shall be              
subject to the following terms and provisions:                          

(a) Rights of Grantee.  The Committee shall provide at      
the time an Award of Performance Shares is made, the time or            
times at which the actual Shares represented by such Award              
shall be issued in the name of the Grantee; provided,                   
                        --------
however, that no Performance Shares shall be issued until the           
-------                                                                 
Grantee has executed an Agreement evidencing the Award, the             
appropriate blank stock powers and, in the discretion of the            
Committee, an escrow agreement and any other documents which            
the Committee may require as a condition to the issuance of             
such Performance Shares.  If a Grantee shall fail to execute            
the Agreement evidencing an Award of Performance Shares, the            
appropriate blank stock powers and, in the discretion of the            
Committee, an escrow agreement and any other documents which            
the Committee may require within the time period prescribed             
by the Committee at the time the Award is granted, the Award            
shall be null and void.  At the discretion of the Committee,            
Shares issued in connection with an Award of Performance                
Shares shall be deposited together with the stock powers with           
an escrow agent (which may be the Company) designated by the            
Committee.  Except as restricted by the terms of the                    
Agreement, upon delivery of the Shares to the escrow agent,             
the Grantee shall have, in the discretion of the Committee,             
all of the rights of a stockholder with respect to such                 
Shares, including the right to vote the Shares and to receive           
all dividends or other distributions paid or made with                  
respect to the Shares.                                                  

(b) Non-transferability.  Until any restrictions upon       
-------------------                                 
the Performance Shares awarded to a Grantee shall have lapsed           
in the manner set forth in Sections 10.3(c) or 10.4, such               
Performance Shares shall not be sold, transferred or                    
otherwise disposed of and shall not be pledged or otherwise             
hypothecated, nor shall they be delivered to the Grantee.               
The Committee may also impose such other restrictions and               
conditions on the Performance Shares, if any, as it deems               
appropriate.                                                            

(c) Lapse of Restrictions.   Subject to Section 10.4,       
---------------------                               
restrictions upon Performance Shares awarded hereunder shall            
lapse and such Performance Shares shall become vested at such           
time or times and on such terms, conditions and satisfaction            
of performance objectives as the Committee may, in its                  
discretion, determine at the time an Award is granted.                  

(d) Treatment of Dividends.  At the time the Award of       
----------------------                              
Performance Shares is granted, the Committee may, in its                
discretion, determine that the payment to the Grantee of                
dividends, or a specified portion thereof, declared or paid             
on actual Shares represented by such Award which have been              
issued by the Company to the Grantee shall be (i) deferred              
until the lapsing of the restrictions imposed upon such                 
Performance Shares and (ii) held by the Company for the                 
account of the Grantee until such time.  In the event that              
dividends are to be deferred, the Committee shall determine             
whether such dividends are to be reinvested in shares of                
Stock (which shall be held as additional Performance Shares)            
or held in cash.  If deferred dividends are to be held in               
cash, there may be credited at the end of each year (or                 
portion thereof) interest on the amount of the account at the           
beginning of the year at a rate per annum as the Committee,             
in its discretion, may determine.  Payment of deferred                  
dividends in respect of Performance Shares (whether held in             
cash or in additional Performance Shares), together with                
interest accrued thereon, if any, shall be made upon the                
lapsing of restrictions imposed on the Performance Shares in            
respect of which the deferred dividends were paid, and any              
dividends deferred (together with any interest accrued                  
thereon) in respect of any Performance Shares shall be                  
forfeited upon the forfeiture of such Performance Shares.               

(e) Delivery of Shares.  Upon the lapse of the              
------------------                                  
restrictions on Performance Shares awarded hereunder, the               
Committee shall cause a stock certificate to be delivered to            
the Grantee with respect to such Shares, free of all                    
restrictions hereunder.                                                 

10.4  Effect of Change in Control.  Notwithstanding anything            
---------------------------                                 
contained in the Plan or any Agreement to the contrary, in              
the event of a Change in Control:                                       

(a) With respect to the Performance Units, the Grantee      
shall (i) become vested in a percentage of Performance Units            
as determined by the Committee at the time of the Award of              
such Performance Units and as set forth in the Agreement and            
(ii) be entitled to receive in respect of all Performance               
Units which become vested as a result of a Change in Control,           
a cash payment within ten (10) days after such Change in                
Control in an amount as determined by the Committee at the              
time of the Award of such Performance Unit and as set forth             
in the Agreement.                                                       

(b) With respect to the Performance Shares, all             
restrictions shall lapse immediately on all or a portion of             
the Performance Shares as determined by the Committee at the            
time of the Award of such Performance Shares and as set forth           
in the Agreement.                                                       

(c) The Agreements evidencing Performance Shares and        
Performance Units shall provide for the treatment of such               
Awards (or portions thereof) which do not become vested as              
the result of a Change in Control, including, but not limited           
to, provisions for the adjustment of applicable performance             
objectives.                                                             

10.5  Non-transferability.  No Performance Awards shall be              
-------------------                                         
transferable by the Grantee otherwise than by will or the               
laws of descent and distribution.                                       

10.6  Modification or Substitution.  Subject to the terms of            
----------------------------                                
the Plan, the Committee may modify outstanding Performance              
Awards or accept the surrender of outstanding Performance               
Awards and grant new Performance Awards in substitution for             
them.  Notwithstanding the foregoing, no modification of a              
Performance Award shall adversely alter or impair any rights            
or obligations under the Agreement without the Grantee's                
consent.                                                                

11.  Effect of a Termination of Employment.  The Agreement              
-------------------------------------                         
evidencing the grant of each Employee Option and each Award             
shall set forth the terms and conditions applicable to such             
Employee Option or Award upon a termination or change in the            
status of the employment of the Optionee or Grantee by the              
Company, a Subsidiary or a Division (including a termination            
or change by reason of the sale of a Subsidiary or a                    
Division), as the Committee may, in its discretion, determine           
at the time the Employee Option or Award is granted or                  
thereafter.                                                             

12.  Adjustment Upon Changes in Capitalization.                         
-----------------------------------------                     

(a) In the event of a Change in Capitalization, the         
Committee shall conclusively determine the appropriate                  
adjustments, if any, to the (i) maximum number and class of             
Shares or other stock or securities with respect to which               
Options or Awards may be granted under the Plan, (ii) the               
number and class of Shares or other stock or securities which           
are subject to Director Options issuable under Section 5; and           
(iii) the number and class of Shares or other stock or                  
securities which are subject to outstanding Options or Awards           
granted under the Plan, and the purchase price therefor, if             
applicable.                                                             

(b) Any such adjustment in the Shares or other stock or     
securities subject to outstanding Incentive Stock Options               
(including any adjustments in the purchase price) shall be              
made in such manner as not to constitute a modification as              
defined by Section 424(h)(3) of the Code and only to the                
extent otherwise permitted by Sections 422 and 424 of the               
Code.                                                                   

(c) Any stock adjustment in the Shares or other stock       
or securities subject to outstanding Director Options                   
(including any adjustments in the purchase price) shall be              
made only to the extent necessary to maintain the                       
proportionate interest of the Optionee and preserve, without            
exceeding, the value of such Director Option.                           

(d) If, by reason of a Change in Capitalization, a          
Grantee of an Award shall be entitled to, or an Optionee                
shall be entitled to exercise an Option with respect to, new,           
additional or different shares of stock or securities, such             
new additional or different shares shall thereupon be subject           
to all of the conditions, restrictions and performance                  
criteria which were applicable to the Shares subject to the             
Award or Option, as the case may be, prior to such Change in            
Capitalization.                                                         

13.  Effect of Certain Transactions.  Subject to Sections               
------------------------------                                
7.7, 8.8, 9.4(b) and 10.4, in the event of (i) the                      
liquidation or dissolution of the Company or (ii) a merger or           
consolidation of the Company (a "Transaction"), the Plan and            
the Options and Awards issued hereunder shall continue in               
effect in accordance with their respective terms and each               
Optionee and Grantee shall be entitled to receive in respect            
of each Share subject to any outstanding Options or Awards,             
as the case may be, upon exercise of any Option or payment or           
transfer in respect of any Award, the same number and kind of           
stock, securities, cash, property, or other consideration               
that each holder of a Share was entitled to receive in the              
Transaction in respect of a Share.                                      

14.  Termination and Amendment of the Plan.  The Plan shall             
-------------------------------------                         
terminate on the day preceding the tenth anniversary of the             
date of its adoption by the Board and no Option or Award may            
be granted thereafter.  The Board may sooner terminate the              
Plan and the Board may at any time and from time to time                
amend, modify or suspend the Plan; provided, however, that:             

(a) No such amendment, modification, suspension or          
termination shall impair or adversely alter any Options or              
Awards theretofore granted under the Plan, except with the              
consent of the Optionee or Grantee, nor shall any amendment,            
modification, suspension or termination deprive any Optionee            
or Grantee of any Shares which he or she may have acquired              
through or as a result of the Plan;                                     

(b) To the extent necessary under Section 16(b) of the      
Exchange Act and the rules and regulations promulgated                  
thereunder or other applicable law, no amendment shall be               
effective unless approved by the stockholders of the Company            
in accordance with applicable law and regulations; and                  

(c) The provisions of Section 5 shall not be amended        
more often than once every six (6) months, other than to                
comport with changes in the Code, the Employee Retirement               
Income Security Act of 1974, as amended, or the rules and               
regulations promulgated thereunder.                                     

15.  Non-Exclusivity of the Plan.  The adoption of the Plan             
---------------------------                                   
by the Board shall not be construed as amending, modifying or           
rescinding any previously approved incentive arrangement or             
as creating any limitations on the power of the Board to                
adopt such other incentive arrangements as it may deem                  
desirable, including, without limitation, the granting of               
stock options otherwise than under the Plan, and such                   
arrangements may be either applicable generally or only in              
specific cases.                                                         

16.  Limitation of Liability.  As illustrative of the                   
-----------------------                                       
limitations of liability of the Company, but not intended to            
be exhaustive thereof, nothing in the Plan shall be construed           
to:                                                                     

(i) give any person any right to be granted an      
Option or Award other than at the sole discretion of the                
Committee;                                                              

(ii) give any person any rights whatsoever with     
respect to Shares except as specifically provided in the                
Plan;                                                                   

(iii) limit in any way the right of the Company to  
terminate the employment of any person at any time; or                  

(iv) be evidence of any agreement or understanding, 
expressed or implied, that the Company will employ any person           
at any particular rate of compensation or for any particular            
period of time.                                                         

17.  Regulations and Other Approvals; Governing Law.                    
----------------------------------------------                

17.1  Except as to matters of federal law, this Plan and the            
rights of all persons claiming hereunder shall be construed             
and determined in accordance with the laws of the State of              
Texas without giving effect to conflicts of law principles.             

17.2  The obligation of the Company to sell or deliver Shares           
with respect to Options and Awards granted under the Plan               
shall be subject to all applicable laws, rules and                      
regulations, including all applicable federal and state                 
securities laws, and the obtaining of all such approvals by             
governmental agencies as may be deemed necessary or                     
appropriate by the Committee.                                           

17.3  The Plan is intended to comply with Rule 16b-3                    
promulgated under the Exchange Act and the Committee shall              
interpret and administer the provisions of the Plan or any              
Agreement in a manner consistent therewith.  Any provisions             
inconsistent with such Rule shall be inoperative and shall              
not affect the validity of the Plan.                                    

17.4  The Board may make such changes as may be necessary or            
appropriate to comply with the rules and regulations of any             
government authority, or to obtain for Eligible Employees               
granted Incentive Stock Options the tax benefits under the              
applicable provisions of the Code and regulations promulgated           
thereunder.                                                             

17.5  Each Option and Award is subject to the requirement               
that, if at any time the Committee determines, in its                   
discretion, that the listing, registration or qualification             
of Shares issuable pursuant to the Plan is required by any              
securities exchange or under any state or federal law, or the           
consent or approval of any governmental regulatory body is              
necessary or desirable as a condition of, or in connection              
with, the grant of an Option or Award or the issuance of                
Shares, no Options or Awards shall be granted or payment made           
or Shares issued, in whole or in part, unless listing,                  
registration, qualification, consent or approval has been               
effected or obtained free of any conditions as acceptable to            
the Committee.                                                          

17.6  Notwithstanding anything contained in the Plan or any             
Agreement to the contrary, in the event that the disposition            
of Shares acquired pursuant to the Plan is not covered by a             
then current registration statement under the Securities Act            
of 1933, as amended, and is not otherwise exempt from such              
registration, such Shares shall be restricted against                   
transfer to the extent required by the Securities Act of                
1933, as amended, and Rule 144 or other regulations                     
thereunder.  The Committee may require any individual                   
receiving Shares pursuant to an Option or Award granted under           
the Plan, as a condition precedent to receipt of such Shares,           
to represent and warrant to the Company in writing that the             
Shares acquired by such individual are acquired without a               
view to any distribution thereof and will not be sold or                
transferred other than pursuant to an effective registration            
thereof under said Act or pursuant to an exemption applicable           
under the Securities Act of 1933, as amended, or the rules              
and regulations promulgated thereunder.  The certificates               
evidencing any of such Shares shall be appropriately amended            
to reflect their status as restricted securities as                     
aforesaid.                                                              

18.  Miscellaneous.                                                     
-------------                                                 

18.1  Multiple Agreements.  The terms of each Option or Award           
-------------------                                         
may differ from other Options or Awards granted under the               
Plan at the same time, or at some other time.  The Committee            
may also grant more than one Option or Award to a given                 
Eligible Employee during the term of the Plan, either in                
addition to, or in substitution for, one or more Options or             
Awards previously granted to that Eligible Employee.                    

18.2  Withholding of Taxes.  (a) The Company shall have the             
--------------------                                        
right to deduct from any distribution of cash to any                  
Director, Optionee or Grantee, an amount equal to the                   
federal, state and local income taxes and other amounts as              
may be required by law to be withheld (the "Withholding                 
Taxes") with respect to the receipt of any retainer fee,                
Option or Award.  If a Director, Optionee or Grantee is to              
experience a taxable event in connection with the receipt of            
Shares pursuant to a payment in stock, Option exercise or               
payment of an Award (a "Taxable Event"), the Director,                  
Optionee or Grantee shall pay the Withholding Taxes to the              
Company prior to the issuance, or release from escrow, of               
such Shares.  In satisfaction of the obligation to pay                  
Withholding Taxes to the Company, the Director, Optionee or             
Grantee may make a written election (the "Tax Election"),               
which may be accepted or rejected in the discretion of the              
Committee or Company Secretary, as applicable, to have                  
withheld a portion of the Shares then issuable to him or her            
having an aggregate Fair Market Value, on the date preceding            
the date of such issuance, equal to the Withholding Taxes,              
provided that in respect of a Director, Optionee or Grantee             
who may be subject to liability under Section 16(b) of the              
Exchange Act either: (i) in the case of a Taxable Event                 
involving a payment in Stock, Option or an Award (A) the Tax            
Election is made at least six (6) months prior to the date of           
the Taxable Event and (B) the Tax Election is irrevocable               
with respect to all Taxable Events of a similar nature                  
occurring prior to the expiration of six (6) months following           
a revocation of the Tax Election; or (ii) in the case of the            
exercise of an Option (A) the Optionee makes the Tax Election           
at least six (6) months after the date the Option was                   
granted, (B) the Option is exercised during the ten (10) day            
period beginning on the third business day and ending on the            
twelfth business day following the release for publication of           
the Company's quarterly or annual statement of sales and                
earnings (a "Window Period") and (C) the Tax Election is made           
during the Window Period in which the related Option is                 
exercised or prior to such Window Period and subsequent to              
the immediately preceding Window Period; or (iii) in the case           
of a Taxable Event relating to the payment of an Award (A)              
the Grantee makes the Tax Election at least six (6) months              
after the date the Award was granted and (B) the Tax Election           
is made (x) in the case of a Taxable Event occurring within a           
Window Period, during the Window Period in which the Taxable            
Event occurs, or (y) in the case of a Taxable Event not                 
occurring within a window period, during the Window Period              
immediately preceding the Taxable Event relating to the                 
Award.  Notwithstanding the foregoing, the Committee may, by            
the adoption of rules or otherwise, (i) modify the provisions           
of this Section 18.2 (other than as regards Director Options)           
or impose such other restrictions or limitations on Tax                 
Elections as may be necessary to ensure that the Tax                    
Elections will be exempt transactions under Section 16(b) of            
the Exchange Act, and (ii) permit Tax Elections to be made at           
such other times and subject to such other conditions as the            
Committee determines will constitute exempt transactions                
under Section 16(b) of the Exchange Act.                                

(b) If an Optionee makes a disposition, within the          
meaning of Section 424(c) of the Code and regulations                   
promulgated thereunder, of any Share or Shares issued to such           
Optionee pursuant to the exercise of an Incentive Stock                 
Option within the two-year period commencing on the day after           
the date of the grant or within the one-year period                     
commencing on the day after the date of transfer of such                
Share or Shares to the Optionee pursuant to such exercise,              
the Optionee shall, within ten (10) days of such disposition,           
notify the Company thereof, by delivery of written notice to            
the Company at its principal executive office.                          

(c) The Committee shall have the authority, at the time     
of grant of an Employee Option or Award under the Plan or at            
any time thereafter, to award tax bonuses to designated                 
Optionees or Grantees, to be paid upon their exercise of                
Employee Options or payment in respect of Awards granted                
hereunder.  The amount of any such payments shall be                    
determined by the Committee.  The Committee shall have full             
authority in its absolute discretion to determine the amount            
of any such tax bonus and the terms and conditions affecting            
the vesting and payment thereof.                                        

19.  Effective Date.  The effective date of the Plan shall be           
--------------                                                
the date of its adoption by the Board, subject only to the              
approval by the affirmative vote of the holders of a majority           
of the securities of the Company present, or represented, and           
entitled to vote at a meeting of stockholders duly held in              
accordance with the applicable laws of the State of Texas               
within 12 months of such adoption.                                      

10-Q
11th “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 11th
                                       EXHIBIT 10m

FORM OF                 
-------                 
TERMINATION PROTECTION AGREEMENT                  
--------------------------------                  
FOR CORPORATE EXECUTIVES                  
------------------------                  

THIS AGREEMENT made as of the 18th day of May, 1995, by and             
between the "Company" (as hereinafter defined) and                      
________________________ (the "Executive").                             

WHEREAS, the Board of Directors of the Company (the "Board")            
recognizes that the possibility of a "Change in Control" (as            
hereinafter defined) exists and that the threat or the                  
occurrence of a Change in Control can result in significant             
distractions of its key management personnel because of the             
uncertainties inherent in such a situation;                             

WHEREAS, the Board has determined that it is essential and in           
the best interest of the Company and its stockholders to                
retain the services of the Executive in the event of a threat           
or occurrence of a Change in Control and to ensure [his or              
her] continued dedication and efforts in such event without             
undue concern for [his or her] personal financial and                   
employment security; and                                                

WHEREAS, in order to induce the Executive to remain in the              
employ of the Company and the Employer, particularly in the             
event of a threat or the occurrence of a Change in Control,             
the Company desires to enter into this Agreement with the               
Executive to provide the Executive with certain benefits in             
the event [his or her] employment is terminated as a result             
of, or in connection with, a Change in Control and to provide           
the Executive with the "Gross-Up Payment" (as hereinafter               
defined) and certain other benefits whether or not the                  
Executive's employment is terminated.                                   

NOW, THEREFORE, in consideration of the respective agreements           
of the parties contained herein, it is agreed as follows:               

1.  Term of Agreement.  This Agreement shall commence as of             
-----------------                                               
May 18, 1995 and shall continue in effect until May 18, 1997;           
provided, however, that commencing on May 18, 1996 and on               
each May 18 thereafter, the term of this Agreement shall be             
automatically extended for one (1) year unless either the               
Company or the Executive shall have given written notice to             
the other at least ninety (90) days prior thereto that the              
term of this Agreement shall not be so extended; and                    
provided, further, however, that notwithstanding any such               
--------  -------  -------                                              
notice by the Company not to extend, the term of this                   
Agreement shall not expire prior to the expiration of                   
twenty-four (24) months after the occurrence of a Change in             
Control.                                                                

2.  Definitions.                                                        
-----------                                                     

2.1.  Accrued Compensation.  For purposes of this Agreement,            
--------------------                                        
"Accrued Compensation" shall mean an amount which shall                 
include all amounts earned or accrued through the                       
"Termination Date" (as hereinafter defined) but not paid as             
of the Termination Date including (i) base salary, and (ii)             
reimbursement for reasonable and necessary expenses incurred            
the Executive on behalf of the Company during the period                
ending on the Termination Date, (iii) vacation pay, if                  
required by applicable law, and (iv) bonuses and incentive              
compensation (other than the "Pro Rata Bonus" (as hereinafter           
defined)).                                                              

2.2.  Base Amount.  For purposes of this Agreement, "Base               
-----------                                                 
Amount" shall mean the greater of the Executive's annual base           
salary (a) at the rate in effect on the Termination Date or             
(b) at the highest rate in effect at any time during the                
ninety (90) day period prior to the Change in Control, and              
shall include all amounts of [his or her] base salary that              
are deferred under the qualified and non-qualified employee             
benefit plans of the Company.                                           

2.3.  Bonus Amount.  For purposes of this Agreement, "Bonus             
------------                                                
Amount" shall mean the highest annual bonus paid or payable             
to the Executive for any fiscal year in respect of the three            
(3) full fiscal years ended prior to the Change in Control.             

2.4.  Cause.  For purposes of this Agreement, a termination             
-----                                                       
of employment is for "Cause" if the Executive has been                  
convicted of a felony or the termination is evidenced by a              
resolution adopted in good faith by two-thirds of the Board             
that the Executive (a) intentionally and continually failed             
substantially to perform [his or her] reasonably assigned               
duties with the Company (other than a failure resulting from            
the Executive's incapacity due to physical or mental illness            
or from the Executive's assignment of duties that would                 
constitute "Good Reason" as hereinafter defined) which                  
failure continued for a period of at least thirty (30) days             
after a written notice of demand for substantial performance            
has been delivered to the Executive specifying the manner in            
which the Executive has failed substantially to perform, or             
(b) intentionally engaged in conduct which is demonstrably              
and materially injurious to the Company, monetarily or                  
otherwise; provided, however, that no termination of the                
--------  -------                                 
Executive's employment shall be for Cause as set forth in               
clause (b) above until (x) there shall have been delivered to           
the Executive a copy of a written notice setting forth that             
the Executive was guilty of the conduct set forth in clause             
(b) and specifying the particulars thereof in detail, and (y)           
the Executive shall have been provided an opportunity to be             
heard in person by the Board (with the assistance of the                
Executive's counsel if the Executive so desires).  No act,              
nor failure to act, on the Executive's part, shall be                   
considered "intentional" unless the Executive has acted, or             
failed to act, with a lack of good faith and with a lack of             
reasonable belief that the Executive's action or failure to             
act was in the best interest of the Company.                            

2.5.  Change in Control.  For purposes of this Agreement, a             
-----------------                                           
"Change in Control" shall mean any of the following events:             

(a) An acquisition (other than directly from the            
Company) of any voting securities of the Company (the "Voting           
Securities") by any "Person" (as the term person is used for            
purposes of Section 13(d) or 14(d) of the Securities Exchange           
Act of 1934, as amended (the "1934 Act")) immediately after             
which such Person has "Beneficial Ownership" (within the                
meaning of Rule 13d-3 promulgated under the 1934 Act) of                
fifteen percent (15%) or more of the combined voting power of           
the Company's then outstanding Voting Securities; provided,             
                                    --------
however, that in determining whether a Change in Control has            
-------                                                                 
occurred, Voting Securities which are acquired in a                     
"Non-Control Acquisition" (as hereinafter defined) shall not            
constitute an acquisition which would cause a Change in                 
Control.  A "Non-Control Acquisition" shall mean an                     
acquisition by (1) an employee benefit plan (or a trust                 
forming a part thereof) maintained by (x) the Company or (y)            
any corporation or other Person of which a majority of its              
voting power or its equity securities or equity interest is             
owned directly or indirectly by the Company (a "Subsidiary"),           
(2) the Company or any Subsidiary, or (3) any Person in                 
connection with a "Non-Control Transaction" (as hereinafter             
defined).                                                               

(b) The individuals who, as of May 18, 1995, are        
members of the Board (the "Incumbent Board"), cease for any             
reason to constitute at least two-thirds of the Board;                  
provided, however, that if the election, or nomination for              
-----------------                                                       
election by the Company's stockholders, of any new director             
was approved by a vote of at least two-thirds of the                    
Incumbent Board, such new director shall, for purposes of               
this Agreement, be considered as a member of the Incumbent              
Board; provided further, however, that no individual shall be           
-------------------------                                 
considered a member of the Incumbent Board if such individual           
initially assumed office as a result of either an actual or             
threatened "Election Contest" (as described in Rule 14a-11              
promulgated under the 1934 Act) or other actual or threatened           
solicitation of proxies or consents by or on behalf of a                
Person other than the Board (a "Proxy Contest") including by            
reason of any agreement intended to avoid or settle any                 
Election Contest or Proxy Contest; or                                   

(c) Approval by stockholders of the Company of:             
(1) A merger, consolidation or reorganization       
involving the Company, unless                                           

(i) the stockholders of the Company, immediately    
before such merger, consolidation or reorganization, own,               
directly or indirectly immediately following such merger,               
consolidation or reorganization, at least sixty percent (60%)           
of the combined voting power of the outstanding voting                  
securities of the corporation resulting from such merger or             
consolidation or  reorganization (the "Surviving                        
Corporation") in substantially the same proportion as their             
ownership of the Voting Securities immediately before such              
merger, consolidation or reorganization,                                

(ii) the individuals who were members of the        
Incumbent Board immediately prior to the execution of the               
agreement providing for such merger, consolidation or                   
reorganization constitute at least two-thirds of the members            
of the board of directors of the Surviving Corporation,                 

(iii) no Person (other than the Company, any        
Subsidiary, any employee benefit plan (or any trust forming a           
part thereof) maintained by the Company, the Surviving                  
Corporation or any Subsidiary, or any Person who, immediately           
prior to such merger, consolidation or reorganization had               
Beneficial Ownership of fifteen percent (15%) or more of the            
then outstanding Voting Securities) has Beneficial Ownership            
of fifteen percent (15%) or more of the combined voting power           
of the Surviving Corporation's then outstanding voting                  
securities, and                                                         

(iv) a transaction described in clauses (i) through 
(iii) shall herein be referred to as a "Non-Control                     
Transaction";                                                           

(2) A complete liquidation or dissolution of the    
Company; or                                                             

(3) An agreement for the sale or other disposition  
of all or substantially all of the assets of the Company to             
any Person (other than a transfer to a Subsidiary).                     

Notwithstanding the foregoing, a Change in Control shall not            
be deemed to occur solely because any Person (the "Subject              
Person") acquired Beneficial Ownership of more than the                 
permitted amount of the outstanding Voting Securities as a              
result of the acquisition of Voting Securities by the Company           
which, by reducing the number of Voting Securities                      
outstanding, increases the proportional number of shares                
Beneficially Owned by the Subject Person, provided that if a            
Change in Control would occur (but for the operation of this            
sentence) as a result of the acquisition of Voting Securities           
by the Company, and after such share acquisition by the                 
Company, the Subject Person becomes the Beneficial Owner of             
any additional Voting Securities which increases the                    
percentage of the then outstanding Voting Securities                    
Beneficially Owned by the Subject Person, then a Change in              
Control shall occur.                                                    

(d) Notwithstanding anything contained in this              
Agreement to the contrary, if the Executive's employment is             
terminated following the Effective Date but within one (1)              
year prior to a Change in Control and [the Executive                    
reasonably demonstrates that] such termination (i) was at the           
request of a third party who has indicated an intention or              
taken steps reasonably calculated to effect a Change in                 
Control and who effectuates a Change in Control (a "Third               
Party") or (ii) otherwise occurred in connection with, or in            
anticipation of, a Change in Control which actually occurs,             
then for all purposes of this Agreement, the date of a Change           
in Control with respect to the Executive shall mean the date            
immediately prior to the date of such termination of the                
Executive's employment.                                                 

2.6.  Company.   For purposes of this Agreement, the                    
-------                                                     
"Company" shall mean Tandy Corporation and shall include its            
"Successors and Assigns" (as hereinafter defined).                      

2.7.  Disability.   For purposes of this Agreement,                     
----------                                                  
"Disability" shall mean a physical or mental infirmity which            
impairs the Executive's ability to substantially perform [his           
or her] duties with the Company for a period of one hundred             
eighty (180) consecutive days and the Executive has not                 
returned to [his or her] full time employment prior to the              
Termination Date as stated in the "Notice of Termination" (as           
hereinafter defined).                                                   

2.8.      (a) Good Reason.  For purposes of this Agreement,             
-----------                                 
"Good Reason" shall mean the occurrence after a Change in               
Control of any of the events or conditions described in                 
Subsections (i) through (ix) hereof:                                    

(i) a change in the Executive's status, title,        
position or responsibilities (including reporting                       
responsibilities) which, in the Executive's reasonable                  
judgment, represents an adverse change in [his or her]                  
status, title, position or responsibilities as in effect at             
any time within ninety (90) days preceding the date of the              
Change in Control or at any time thereafter; the assignment             
to the Executive of any duties or responsibilities which, in            
the Executive's reasonable judgment, are inconsistent with              
such status, title, position or responsibilities as in effect           
at any time within ninety (90) days preceding the date of the           
Change in Control or at any time thereafter; or any removal             
of the Executive from or failure to reappoint or reelect [him           
or her] to any of [his or her] offices or positions, except             
in connection with the termination of the Executive's                   
employment for Cause, or as a result of [his or her] death,             
or by the Executive other than for Good Reason;                         

(ii) a reduction in the rate of the Executive's     
base salary below the Base Amount or any failure to pay the             
Executive any compensation or benefits to which [he or she]             
is entitled within fifteen (15) days of the date notice of              
such failure to pay is given to the Company and, in the case            
of any annual bonus, within forty-five (45) days following              
the end of the fiscal year pursuant to which such bonus                 
relates;                                                                

(iii) a change in the accounting policies or        
practices as in effect during the ninety (90) days preceding            
the Change in Control or at any time thereafter which, in the           
Executive's reasonable judgment, results in a reduction in              
[his or her] earning potential;                                         

(iv) the Company's requiring the Executive to be    
based at any place outside a 20-mile radius from [his or her]           
place of employment on the day prior to the Change in                   
Control, except for reasonably required travel on the                   
Company's business which is not materially greater than such            
travel requirements prior to the Change in Control;                     

(v) the failure by the Company to (A) continue in   
effect (without reduction in benefit levels, reward                     
opportunities and/or bonus potential for comparable                     
performance) any material compensation or benefit plan in               
which the Executive was participating at any time within                
ninety (90) days preceding the Change in Control or at any              
time thereafter including, but not limited to, the plans                
listed on Appendix A, unless such plan is replaced with a               
plan that provides substantially equivalent compensation or             
benefits to the Executive, or (B) provide the Executive with            
compensation and benefits, in the aggregate at least equal              
(in terms of benefit levels and/or reward opportunities) to             
those provided for under each other employee benefit plan,              
program and practice in which the Executive was participating           
at any time within ninety (90) days preceding the Change in             
Control or at any time thereafter;                                      

(vi) the insolvency or the filing (by any party,    
including the Company) of a petition for bankruptcy, of the             
Company, which petition is not dismissed within sixty (60)              
days;                                                                   

(vii) any material breach by the Company of any     
provision hereof;                                                       

(viii) any purported termination of the Executive's 
employment for Cause by the Company which does not comply               
with the terms of Section 2.4 hereof; and                               

(ix) the failure of the Company to obtain an        
agreement, satisfactory to the Executive, from any Successor            
or Assign of the Company, to assume and agree to perform this           
Agreement, as contemplated in Section 6 hereof.                         

(b) Any event or condition described in this Section        
2.8(a)(i) through (ix) which occurs following the Effective             
Date but within one (1) year prior to a Change in Control but           
which the Executive reasonably demonstrates (i) was at the              
request of a Third Party or (ii) otherwise arose in                     
connection with, or in anticipation of, a Change in Control             
which actually occurs, shall constitute Good Reason for                 
purposes of this Agreement notwithstanding that it occurred             
prior to the Change in Control.                                         

2.9.  Notice of Termination.   For purposes of this                     
---------------------                                       
Agreement, following a Change in Control, "Notice of                    
Termination" shall mean a written notice of termination from            
the Company of the Executive's employment which indicates the           
specific termination provision in this Agreement relied upon            
and which sets forth in reasonable detail the facts and                 
circumstances claimed to provide a basis for termination of             
the Executive's employment under the provision so indicated.            

2.10.  Pro Rata Bonus.  For purposes of this Agreement, "Pro            
--------------                                            
Rata Bonus" shall mean an amount equal to the Bonus Amount              
multiplied by a fraction the numerator of which is the number           
of days in the fiscal year through the Termination Date and             
the denominator of which is 365.                                        

2.11.  Successors and Assigns.  For purposes of this                    
----------------------                                    
Agreement, "Successors and Assigns" shall mean a corporation            
or other entity acquiring all or substantially all the assets           
and business of the Company (including this Agreement)                  
whether by operation of law or otherwise.                               

2.12.  Termination Date.  For purposes of this Agreement,             
----------------                                        
"Termination Date" shall mean in the case of the Executive's            
death, [his or her] date of death, in the case of Good                  
Reason, the last day of [his or her] employment, and in all             
other cases, the date specified in the Notice of Termination;           
provided, however, that if the Executive's employment is                
-----------------                                                       
terminated by the Company for Cause or due to Disability, the           
date specified in the Notice of Termination shall be at least           
30 days from the date the Notice of Termination is given to             
the Executive, provided that in the case of Disability the              
Executive shall not have returned to the full-time                      
performance of [his or her] duties during such period of at             
least 30 days.                                                          

3.  Termination of Employment.                                          
-------------------------                                       

3.1.  If, during the term of this Agreement, the Executive's            
employment with the Company shall be terminated within                  
twenty-four (24) months following a Change in Control, the              
Executive shall be entitled to the following compensation and           
benefits:                                                               

(a) If the Executive's employment with the Company          
shall be terminated (1) by reason of the Executive's death,             
(2) by the Company for Cause or Disability, or (3) by the               
Executive other than for Good Reason and other than during              
the 60-day period commencing on the first anniversary of the            
date of the occurrence of a Change in Control (the "Window              
Period"), the Company shall pay to the Executive the Accrued            
Compensation and, if such termination is other than by the              
Company for Cause, a Pro Rata Bonus.                                    

(b) If the Executive's employment with the Company          
shall be terminated for any reason other than as specified in           
Section 3.1(a) or during the Window Period, the Executive               
shall be entitled to the following:                                     

(i) the Company shall pay the Executive all Accrued 
Compensation and a Pro-Rata Bonus;                                

(ii)  the Company shall pay the Executive as        
termination pay and in lieu of any further compensation for             
periods subsequent to the Termination Date, in a single                 
payment an amount (the "Termination Amount") in cash equal to           
two times the sum of (A) the Base Amount and (B) the Bonus              
Amount;                                                                 

(iii)  for twenty-four (24) months from the Termination     
Date (the "Continuation Period"), the Company shall at its              
expense continue on behalf of the Executive and [his or her]            
dependents and beneficiaries the fringe benefits, (excluding            
those benefit plans numbered 1 through 11 inclusive on                  
Appendix A but including an automobile or automobile                    
allowance and the related expenses of public liability                  
insurance, collision coverage, repairs and maintenance) and             
the life insurance, disability, medical, dental and                     
hospitalization benefits provided (x) to the Executive at any           
time during the 90-day period prior to the Change in Control            
or at any time thereafter or (y) to other similarly situated            
executives who continue in the employ of the Company during             
the Continuation Period; provided, however, that with respect           
-----------------     
to any Executive who was entitled to the use of an automobile           
provided by the Company within the ninety (90) day period               
prior to a Change in Control or at any time thereafter, the             
Executive shall be paid a cash payment equal to the value of            
the Company provided automobile to the Executive for the                
Continuation Period.  The coverage and benefits (including              
deductibles and contributions by the Executive, if any)                 
provided in this Section 3.1(b)(iii) during the Continuation            
Period shall be no less favorable to the Executive and [his             
or her] dependents and beneficiaries, than the most favorable           
of such coverages and benefits during any of the periods                
referred to in clauses (x) and (y) above.  The Company's                
obligation hereunder with respect to the foregoing benefits             
(except for the automobile or automobile allowance and the              
related expenses of public liability insurance, collision               
coverage, repairs and maintenance) shall be limited to the              
extent that the Executive obtains any such benefits pursuant            
to a subsequent employer's benefit plans, in which case the             
Company may reduce the coverage of any benefits it is                   
required to provide the Executive hereunder as long as the              
aggregate coverages and benefits of the combined benefit                
plans is no less favorable to the Executive than the                    
coverages and benefits required to be provided hereunder.               
This Subsection (iii) shall not be interpreted so as to limit           
any benefits to which the Executive, [his or her] dependents            
or beneficiaries may be entitled under any of the Company's             
employee benefit plans, programs or practices following the             
Executive's termination of employment, including without                
limitation, retiree medical and life insurance benefits;                

(iv) the Company shall pay in a single payment an   
amount equal to eighty percent (80%) of the maximum amount              
the Executive could have contributed under the Deferred                 
Salary and Investment Plan, Stock Purchase Program and                  
Supplemental Stock Program as in effect on the date                     
immediately prior to the Change in Control during the                   
Continuation Period had [he or she] continued in the                    
employment with the Company during the Continuation Period at           
the greater of [his or her] annualized gross salary and wages           
as in effect immediately prior to the Change in Control or at           
any time thereafter; and                                                

(v) (A) the restrictions on any outstanding         
incentive awards (including restricted stock and granted                
performance shares or units) granted to the Executive                   
including, but not limited to, awards granted under the                 
Company's 1985 Stock Option Plan, 1993 Incentive Stock Plan,            
or under any other incentive plan or arrangement shall lapse            
and such incentive award shall become 100% vested, all stock            
options and stock appreciation rights granted to the                    
Executive shall become immediately exercisable and shall                
become 100% vested, and all performance units granted to the            
Executive shall become 100% vested and (B) the Executive                
shall have the right to require the Company to purchase, for            
cash, any shares of unrestricted stock or shares purchased              
upon exercise of any options, at a price equal to the fair              
market value of such shares on the date of purchase by the              
Company.                                                                

(c) The amounts provided for in Sections 3.1(a) and         
3.1(b)(i), (ii), (iii) (only as to the automobile allowance             
and the related expenses of public liability insurance,                 
collision coverage, repairs and maintenance) and (iv) shall             
be paid in a single lump sum cash payment within five (5)               
days after the Executive's Termination Date (or earlier, if             
required by applicable law).                                            

(d) The Executive shall not be required to mitigate the     
amount of any payment provided for in this Agreement by                 
seeking other employment or otherwise and no such payment               
shall be offset or reduced by the amount of any compensation            
or benefits provided to the Executive in any subsequent                 
employment except as provided in Section 3.1(b)(iii).                   

3.2.  (a) The termination pay and termination benefits                  
provided for in this Section 3 shall be in lieu of any other            
severance or termination pay to which the Executive may be              
entitled under any Company severance or termination plan,               
program, policy or practice.                                            

(b) The Executive's entitlement to any other                
compensation or benefits (other than the Pro Rata Bonus and             
other than the termination pay and termination benefits as              
provided under this Section 3) shall be determined in                   
accordance with the Company's employee benefit plans                    
(including, the plans listed on Appendix A) and other                   
applicable programs, policies and practices then in effect.             

4.  Notice of Termination.  Following a Change in Control,              
---------------------                                           
any purported termination of the Executive's employment by              
the Company and/or the Employer shall be communicated by                
Notice of Termination to the Executive.  For purposes of this           
Agreement, no such purported termination shall be effective             
without such Notice of Termination.                                     

5.  Excise Tax Payments.                                                
-------------------                                             
(a) In the event that any payment or benefit (within        
the meaning of Section 280G(b)(2) of the Internal Revenue               
Code of 1986, as amended (the "Code")), to the Executive or             
for [his or her] benefit paid or payable or distributed or              
distributable pursuant to the terms of this Agreement or                
otherwise in connection with, or arising out of, [his or her]           
employment with the Company or a change in ownership or                 
effective control of the Company or of a substantial portion            
of its assets (a "Payment" or "Payments"), would be subject             
to the excise tax imposed by Section 4999 of the Code or any            
interest or penalties are incurred by the Executive with                
respect to such excise tax (such excise tax, together with              
any such interest and penalties, are hereinafter collectively           
referred to as the "Excise Tax"), then the Executive will be            
entitled to receive an additional payment (a "Gross-Up                  
Payment") in an amount such that after payment by the                   
Executive of all taxes (including any interest or penalties,            
other than interest and penalties imposed by reason of the              
Executive's failure to file timely a tax return or pay taxes            
shown due on [his or her] return, imposed with respect to               
such taxes and the Excise Tax), including any Excise Tax                
imposed upon the Gross-Up Payment, the Executive retains an             
amount of the Gross-Up Payment equal to the Excise Tax                  
imposed upon the Payments.                                              

(b) An initial determination as to whether a Gross-Up       
Payment is required pursuant to this Agreement and the amount           
of such Gross-Up Payment shall be made at the Company's                 
expense by an accounting firm selected by the Company and               
reasonably acceptable to the Executive which is designated as           
one of the five largest accounting firms in the United States           
(the "Accounting Firm").  The Accounting Firm shall provide             
its determination (the "Determination"), together with                  
detailed supporting calculations and documentation to the               
Company and the Executive within five days of the Termination           
Date if applicable, or such other time as requested by the              
Company or by the Executive (provided the Executive                     
reasonably believes that any of the Payments may be subject             
to the Excise Tax) and if the Accounting Firm determines that           
no Excise Tax is payable by the Executive with respect to a             
Payment or Payments, it shall furnish the Executive with an             
opinion reasonably acceptable to the Executive that no Excise           
Tax will be imposed with respect to any such Payment or                 
Payments.  Within ten days of the delivery of the                       
Determination to the Executive, the Executive shall have the            
right to dispute the Determination (the "Dispute").  The                
Gross-Up Payment, if any, as determined pursuant to this                
Paragraph 5(b) shall be paid by the Company to the Executive            
within five days of the receipt of the Accounting Firm's                
determination.  The existence of the Dispute shall not in any           
way affect the Executive's right to receive the Gross-Up                
Payment in accordance with the Determination.  If there is no           
Dispute, the Determination shall be binding, final and                  
conclusive upon the Company and the Executive subject to the            
application of Paragraph 5(c) below.                                    

(c) As a result of the uncertainty in the application       
of Sections 4999 and 280G of the Code, it is possible that a            
Gross-Up Payment (or a portion thereof) will be paid which              
should not have been paid (an "Excess Payment") or a Gross-Up           
Payment (or a portion thereof) which should have been paid              
will not have been paid (an "Underpayment").  An Underpayment           
shall be deemed to have occurred (i) upon notice (formal or             
informal) to the Executive from any governmental taxing                 
authority that the Executive's tax liability (whether in                
respect of the Executive's current taxable year or in respect           
of any prior taxable year) may be increased by reason of the            
imposition of the Excise Tax on a Payment or Payments with              
respect to which the Company has failed to make a sufficient            
Gross-Up Payment, (ii) upon a determination by a court, (iii)           
by reason of determination by the Company (which shall                  
include the position taken by the Company, together with its            
consolidated group, on its federal income tax return) or (iv)           
upon the resolution of the Dispute to the Executive's                   
satisfaction.  If an Underpayment occurs, the Executive shall           
promptly notify the Company and the Company shall promptly,             
but in any event, at least five days prior to the date on               
which the applicable government taxing authority has                    
requested payment, pay to the Executive an additional                   
Gross-Up Payment equal to the amount of the Underpayment plus           
any interest and penalties (other than interest and penalties           
imposed by reason of the Executive's failure to file timely a           
tax return or pay taxes shown due on the Executive's return)            
imposed on the Underpayment.  An Excess Payment shall be                
deemed to have occurred upon a "Final Determination" (as                
hereinafter defined) that the Excise Tax shall not be imposed           
upon a Payment or Payments (or portion thereof) with respect            
to which the Executive had previously received a Gross-Up               
Payment.  A "Final Determination" shall be deemed to have               
occurred when the Executive has received from the applicable            
government taxing authority a refund of taxes or other                  
reduction in the Executive's tax liability by reason of the             
Excise Payment and upon either (x) the date a determination             
is made by, or an agreement is entered into with, the                   
applicable governmental taxing authority which finally and              
conclusively binds the Executive and such taxing authority,             
or in the event that a claim is brought before a court of               
competent jurisdiction, the date upon which a final                     
determination has been made by such court and either all                
appeals have been taken and finally resolved or the time for            
all appeals has expired or (y) the statute of limitations               
with respect to the Executive's applicable tax return has               
expired.  If an Excess Payment is determined to have been               
made, the amount of the Excess Payment shall be treated as a            
loan by the Company to the Executive and the Executive shall            
pay to the Company on demand (but not less than 10 days after           
the determination of such Excess Payment and written notice             
has been delivered to the Executive) the amount of the Excess           
Payment plus interest at an annual rate equal to the                    
Applicable Federal Rate provided for in Section 1274(d) of              
the Code from the date the Gross-Up Payment (to which the               
Excess Payment relates) was paid to the Executive until the             
date of repayment to the Company.                                       

(d) Notwithstanding anything contained in this              
Agreement to the contrary, in the event that, according to              
the Determination, an Excise Tax will be imposed on any                 
Payment or Payments, the Company shall pay to the applicable            
government taxing authorities as Excise Tax withholding, the            
amount of the Excise Tax that the Company has actually                  
withheld from the Payment or Payments.                                  

6.  Successors; Binding Agreement.                                      
-----------------------------                                   

(a) This Agreement shall be binding upon and shall          
inure to the benefit of the Company, its Successors and                 
Assigns and the Company shall require any Successor or Assign           
to expressly assume and agree to perform this Agreement in              
the same manner and to the same extent that the Company would           
be required to perform it if no such succession or assignment           
had taken place.                                                        

(b) Neither this Agreement nor any right or interest        
hereunder shall be assignable or transferable by the                    
Executive, [his or her] beneficiaries or legal                          
representatives, except by will or by the laws of descent and           
distribution.  This Agreement shall inure to the benefit of             
and be enforceable by the Executive's legal personal                    
representative.                                                         

7.  Fees and Expenses.  The Company shall pay all legal fees            
-----------------                                               
and related expenses (including the costs of experts,                   
evidence and counsel) incurred by the Executive as they                 
become due as a result of (a) the Executive's termination of            
employment (including all such fees and expenses, if any,               
incurred in contesting or disputing any such termination of             
employment), (b) the Executive seeking to obtain or enforce             
any right or benefit provided by this Agreement (including,             
but not limited to, any such fees and expenses incurred in              
connection with (i) the Dispute and (ii) the Gross-Up Payment           
whether as a result of any applicable government taxing                 
authority proceeding, audit or otherwise) or by any other               
plan or arrangement maintained by the Company under which the           
Executive is or may be entitled to receive benefits, and (c)            
the Executive's hearing before the Board as contemplated in             
Section 2.4 of this Agreement; provided, however, that the              
circumstances set forth in clauses (a) and (b) (other than as           
a result of the Executive's termination of employment under             
circumstances described in Section 2.5(d)) occurred on or               
after a Change in Control.                                              

8.  Notice.  For the purposes of this Agreement, notices and            
------                                                          
all other communications provided for in the Agreement                  
(including the Notice of Termination) shall be in writing and           
shall be deemed to have been duly given when personally                 
delivered or sent by certified mail, return receipt                     
requested, postage prepaid, addressed to the respective                 
addresses last given by each party to the other, provided               
that all notices to the Company shall be directed to the                
attention of the Board with a copy to the Secretary of the              
Company.  All notices and communications shall be deemed to             
have been received on the date of delivery thereof or on the            
third business day after the mailing thereof, except that               
notice of change of address shall be effective only upon                
receipt.                                                                

9.  Non-exclusivity of Rights.  Nothing in this Agreement               
-------------------------                                       
shall prevent or limit the Executive's continuing or future             
participation in any benefit, bonus, incentive or other plan            
or program provided by the Company (except for any severance            
or termination policies, plans, programs or practices) and              
for which the Executive may qualify, nor shall anything                 
herein limit or reduce such rights as the Executive may have            
under any other agreements with the Company (except for any             
severance or termination agreement).  Amounts which are                 
vested benefits or which the Executive is otherwise entitled            
to receive under any plan or program of the Company shall be            
payable in accordance with such plan or program, except as              
explicitly modified by this Agreement.                                  

10.  Settlement of Claims.  The Company's obligation to make            
--------------------                                          
the payments provided for in this Agreement and otherwise to            
perform its obligations hereunder shall not be affected by              
any circumstances, including, without limitation, any                   
set-off, counterclaim, recoupment, defense or other right               
which the Company may have against the Executive or others.             

11.  Miscellaneous.  No provision of this Agreement may be              
-------------                                                 

modified, waived or discharged unless such waiver,                      
modification or discharge is agreed to in writing and signed            
by the Executive and the Company.  No waiver by either party            
hereto at any time of any breach by the other party hereto              
of, or compliance with, any condition or provision of this              
Agreement to be performed by such other party shall be deemed           
a waiver of similar or dissimilar provisions or conditions at           
the same or at any prior or subsequent time.  No agreement or           
representations, oral or otherwise, express or implied, with            
respect to the subject matter hereof have been made by either           
party which are not expressly set forth in this Agreement.              

12.  Governing Law.  THE VALIDITY, INTERPRETATION,                      
-------------                                                 
CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT SHALL IN ALL             
RESPECTS BE GOVERNED BY AND CONSTRUED AND ENFORCED IN                   
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING           
EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF; PROVIDED,             
HOWEVER, THAT IN ANY ACTION INVOLVING THE EXECUTIVE AND THE             
COMPANY WITH RESPECT TO ANY CLAIM OR ASSERTION THAT THE                 
EXECUTIVE'S EMPLOYMENT WAS PROPERLY TERMINATED FOR CAUSE, THE           
COMPANY HAS THE BURDEN OF PROVING THAT THE EXECUTIVE'S                  
EMPLOYMENT WAS PROPERLY TERMINATED FOR CAUSE.                           

13.  Forum.  Any suit brought by the Executive under this               
-----                                                         
Agreement may be brought in the appropriate state or federal            
court for Tarrant County, Texas, or for the county wherein              
the Executive maintains [his or her] residence.  Any suit               
brought by the Company under this Agreement may only be                 
brought in the county wherein the Executive maintains [his or           
her] residence unless the Executive consents to suit                    
elsewhere.                                                              

14.  Severability.  The provisions of this Agreement shall be           
------------                                                  
deemed severable and the invalidity or unenforceability of              
any provision shall not affect the validity or enforceability           
of the other provisions hereof.                                         

15.  Entire Agreement.  This Agreement constitutes the entire           
----------------                                              
agreement between the parties hereto and supersedes all prior           
agreements, if any, understandings and arrangements, oral or            
written, between the parties hereto with respect to the                 
subject matter hereof.                                                  

IN WITNESS WHEREOF, the Company has caused this Agreement to            
be executed by its duly authorized officer and the Executive            
has executed this Agreement as of the day and year first                
above written.                                                          

       TANDY CORPORATION

ATTEST:                        By: _______________________              
   Name:
    Title:
___________________________                                             
Secretary                                                   

                 By: _______________________
         [Executive]

10-Q
12th “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 12th
                                    APPENDIX A

COMPENSATION AND BENEFIT PLANS                      

1.  Tandy Corporation Officers Deferred Compensation Plan               

2.  Tandy Employees Deferred Salary and Investment Plan                 

3.  Tandy Employees Stock Ownership Plan                                

4.  Salary Continuation Plan for Executive Employees of Tandy           
Corporation and Subsidiaries                                    

5.  Tandy Corporation Stock Purchase Program                            

6.  Tandy Employees Supplemental Stock Program                          

7.  Tandy Corporation 1985 Stock Option Plan                            

8.  Post Retirement Death Benefit Plan for Executive                    
Employees of Tandy Corporation and Subsidiaries                 

9.  Tandy Corporation 1993 Incentive Stock Plan                         

10. Special Compensation Plan No. 1 for Tandy Corporation               
Executive Employees                                             

11. Special Compensation Plan No. 2 for Tandy Corporation               
Executive Employees                                             

10-Q
13th “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 13th
FORM OF                 
______                  
TERMINATION PROTECTION AGREEMENT                  
--------------------------------                  
FOR DIVISION EXECUTIVES                   
-----------------------                   

THIS AGREEMENT made as of the 18th day of May, 1995, by and             
between the "Company" (as hereinafter defined) and                      
_______________________________ (the "Executive").                      

WHEREAS, the Board of Directors of the Company (the "Board")            
recognizes that the possibility of a "Change in Control" (as            
hereinafter defined) exists and that the threat or the                  
occurrence of a Change in Control can result in significant             
distractions of its key management personnel because of the             
uncertainties inherent in such a situation;                             

WHEREAS, the Board has determined that it is essential and in           
the best interest of the Company and its stockholders to                
retain the services of the Executive in the event of a threat           
or occurrance of a Change in Control and to ensure [his or              
her] continued dedication and efforts in such event without             
undue concern for [his or her] personal financial and                   
employment security; and                                                

WHEREAS, in order to induce the Executive to remain in the              
employ of the Company, particularly in the event of a threat            
or the occurrence of a Change in Control, the Company desires           
to enter into this Agreement with the Exeuctive to provide              
the Executive with certain benefits in the event [his or her]           
employment is terminated as a result of, or in connection               
with, a Change in Control and to provide the Executive with             
the "Gross-Up Payment" (as hereinafter defined) and certain             
other benefits whether or not the Executive's employment is             
terminated.                                                             

NOW, THEREFORE, in consideration of the respective agreements           
of the parties contained herein, it is agreed as follows:               

1.  Term of Agreement.   This Agreement shall commence as of            
-----------------                                               
May 18, 1995 and shall continue in effect until May 18, 1997;           
provided, however, that commencing on May 18, 1996 and on               
each May 18 thereafter, the term of this Agreement shall be             
automatically extended for one (1) year unless either the               
Company or the Executive shall have given written notice to             
the other at least ninety (90) days prior thereto that the              
term of this Agreement shall not be so extended; and                    
provided, further, however, that notwithstanding any such               
notice by the Company not to extend, the term of this                   
Agreement shall not expire prior to the expiration of                   
twenty-four (24) months after the occurrence of a Change in             
Control.                                                                

2.  Definitions.                                                        
-----------                                                     

2.1.  Accrued Compensation.  For purposes of this Agreement,            
--------------------                                        
"Accrued Compensation" shall mean an amount which shall                 
include all amounts earned or accrued through the                       
"Termination Date" (as hereinafter defined) but not paid as             
of the Termination Date including (i) base salary, and (ii)             
reimbursement for reasonable and necessary expenses incurred            
by the Executive on behalf of the Company during the period             
ending on the Termination Date, (iii) vacation pay, if                  
required by applicable law and (iv)bonuses and incentive                
compensation (other than the "Pro Rata Bonus" (as hereinafter           
defined)).                                                              

2.2.  Base Amount.  For purposes of this Agreement, "Base               
-----------                                                 
Amount" shall mean the greater of the Executive's annual base           
salary (a) at the rate in effect on the Termination Date or             
(b) at the highest rate in effect at any time during the                
ninety (90) day period prior to the Change in Control, and              
shall include all amounts of [his or her] base salary that              
are deferred under the qualified and non-qualified employee             
benefit plans of the Company.                                           

2.3.  Bonus Amount.  For purposes of this Agreement, "Bonus             
------------                                                
Amount" shall mean the highest annual bonus paid or payable             
to the Executive for any fiscal year in respect of the three            
(3) full fiscal years ended prior to the Change in Control.             

2.4.  Cause.  For purposes of this Agreement, a termination             
-----                                                       
of employment is for "Cause" if the Executive has been                  
convicted of a felony or the termination is evidenced by a              
resolution adopted in good faith by two-thirds of the Board             
that the Executive (a) intentionally and continually failed             
substantially to perform [his or her] reasonable assigned               
duties with the Company (other than a failure resulting from            
the Executive's incapacity due to physical or mental illness            
or from the Executive's assignment of duties that would                 
constitute "Good Reason" as hereinafter defined) which                  
failure continued for a period of at least thirty (30) days             
after a written notice of demand for substantial performance            
has been delivered to the Executive specifying the manner in            
which the Executive has failed substantially to perform, or             
(b) intentionally engaged in conduct which is demonstrably              
and materially injurious to the Company; provided, however,             
                           -----------------
that no termination of the Executive's employment shall be              
for Cause as set forth in clause (b) above until (x) there              
shall have been delivered to the Executive a copy of a                  
written notice setting forth that the Executive was guilty of           
the conduct set forth in clause (b) and specifying the                  
particulars thereof in detail, and (y) the Executive shall              
have been provided an opportunity to be heard in person by              
the Board (with the assistance of the Executive's counsel if            
the Executive so desires).  No act, nor failure to act, on              
the Executive's part, shall be considered "intentional"                 
unless the Executive has acted, or failed to act, with a lack           
of good faith and with a lack of reasonable belief that the             
Executive's action or failure to act was in the best interest           
of the Company.                                                         

2.5.  Change in Control.  For purposes of this Agreement, a             
-----------------                                           
"Change in Control" shall mean any of the following events:             

(a) An acquisition (other than directly from the            
Company) of any voting securities of the Company (the "Voting           
Securities") by any "Person" (as the term person is used for            
purposes of Section 13(d) or 14(d) of the Securities Exchange           
Act of 1934, as amended (the "1934 Act")) immediately after             
which such Person has "Beneficial Ownership" (within the                
meaning of Rule 13d-3 promulgated under the 1934 Act) of                
fifteen percent (15%) or more of the combined voting power of           
the Company's then outstanding Voting Securities; provided,             
                                     ---------
however, that in determining whether a Change in Control has            
-------                                                                 
occurred, Voting Securities which are acquired in a                     
"Non-Control Acquisition" (as hereinafter defined) shall not            
constitute an acquisition which would cause a Change in                 
Control.  A "Non-Control Acquisition" shall mean an                     
acquisition by (1) an employee benefit plan (or a trust                 
forming a part thereof) maintained by (x) the Company or (y)            
any corporation or other Person of which a majority of its              
voting power or its equity securities or equity interest is             
owned directly or indirectly by the Company (a "Subsidiary"),           
(2) the Company or any Subsidiary, or (3) any Person in                 
connection with a "Non-Control Transaction" (as hereinafter             
defined).                                                               

(b) The individuals who, as of May 18, 1995, are            
members of the Board (the "Incumbent Board"), cease for any             
reason to constitute at least two-thirds of the Board;                  
provided, however, that if the election, or nomination for              
election by the Company's stockholders, of any new director             
was approved by a vote of at least two-thirds of the                    
Incumbent Board, such new director shall, for purposes of               
this Agreement, be considered as a member of the Incumbent              
Board; provided further, however, that no individual shall be           
-------------------------                                 
considered a member of the Incumbent Board if such individual           
initially asssumed office as a result of either an actual or            
threatened "Election Contest" (as described in Rule 14a-11              
promulgated under the 1934 Act) or other actual or threatened           
solicitation of proxies or consents by or on behalf of a                
Person other than the Board (a "Proxy Contest") including by            
reason of any agreement intended to avoid or settle any                 
Election Contest or Proxy Contest; or                                   

(c) Approval by stockholders of the Company of:             

(1) A merger, consolidation or reorganization       
involving the Company, unless                                           

(i) the stockholders of the Company, immediately    
before such merger, consolidation or reorganization, own,               
directly or indirectly immediately following such merger,               
consolidation or reorganization, at least sixty percent (60%)           
of the combined voting power of the outstanding voting                  
securities of the corporation resulting from such merger or             
consolidation or reorganization (the "Surviving Corporation")           
in substantially the same proportion as their ownership of              
the Voting Securities immediately before such merger,                   
consolidation or reorganization,                                        

(ii) the individuals who were members of the        
Incumbent Board immediately prior to the execution of the               
agreement providing for such merger, consolidation or                   
reorganization constitute at least two-thirds of the members            
of the board of directors of the Surviving Corporation,                 

(iii) no Person (other than the Company, any        
Subsidiary, any employee benefit plan (or any trust forming a           
part thereof) maintained by the Company, the Surviving                  
Corporation or any Subsidiary, or any Person who, immediately           
prior to such merger, consolidation or reorganization had               
Beneficial Ownership of fifteen percent (15%) or more of the            
then outstanding Voting Securities) has Beneficial Ownership            
of fifteen percent (15%) or more of the combined voting power           
of the Surviving Corporation's then outstanding voting                  
securities, and                                                         

(iv) a transaction described in clauses (i) through 
(iii) shall herein be referred to as a "Non-Control                     
Transaction";                                                           

(2) A complete liquidation or dissolution of the    
Company; or                                                             

(3) An agreement for the sale or other disposition  
of all or substantially all of the assets of the Company to             
any Person (other than a transfer to a Subsidiary).                     

Notwithstanding the foregoing, a Change in Control shall not          
be deemed to occur solely because any Person (the "Subject              
Person") acquired Beneficial Ownership of more than the                 
permitted amount of the outstanding Voting Securities as a              
result of the acquisition of Voting Securities by the Company           
which, by reducing the number of Voting Securities                      
outstanding, increases the proportional number of shares                
Beneficially Owned by the Subject Person, provided that if a            
Change in Control would occur (but for the operation of this            
sentence) as a result of the acquisition of Voting Securities           
by the Company, and after such share acquisition by the                 
Company, the Subject Person becomes the Beneficial Owner of             
any additional Voting Securities which increases the                    
percentage of the then outstanding Voting Securities                    
Beneficially Owned by the Subject Person, then a Change in              
Control shall occur.                                                    

(d) Notwithstanding anything contained in this              
Agreement to the contrary, if the Executive's employment is             
terminated following the Effective Date but within one (1)              
year prior to a Change in Control and [the Executive                    
reasonably demonstrates that] such termination (i) was at the           
request of a third party who has indicated an intention or              
taken steps reasonably calculated to effect a Change in                 
Control and who effectuates a Change in Control (a "Third               
Party") or (ii) otherwise occurred in connection with, or in            
anticipation of, a Change in Control which actually occurs,             
then for all purposes of this Agreement, the date of a Change           
in Control with respect to the Executive shall mean the date            
immediately prior to the date of such termination of the                
Executive's employment.                                                 

2.6.  Company.   For purposes of this Agreement, the                    
-------                                                     
"Company" shall mean Tandy Corporation and shall include its            
"Successors and Assigns" (as hereinafter defined).                      

2.7.  Disability.   For purposes of this Agreement,                     
----------                                                  
"Disability" shall mean a physical or mental infirmity which            
impairs the Executive's ability to substantially perform [his           
or her] duties with the Company for a period of one hundred             
eighty (180) consecutive days and the Executive has not                 
returned to [his or her] full time employment prior to the              
Termination Date as stated in the "Notice of Termination" (as           
hereinafter defined).                                                   

2.8.  (a) Good Reason.  For purposes of this Agreement,                 
-----------                                         
"Good Reason" shall mean the occurrence after a Change in               
Control of any of the events or conditions described in                 
Subsections (i) through (ix) hereof:                                    

(i) a change in the Executive's status, title,      
position or responsibilities (including reporting                       
responsibilities) which, in the Executive's reasonable                  
judgment, represents an adverse change in [his or her]                  
status, title, position or responsibilities as in effect at             
any time within ninety (90) days preceding the date of the              
Change in Control or at any time thereafter; the assignment             
to the Executive of any duties or responsibilities which, in            
the Executive's reasonable judgment, are inconsistent with              
such status, title, position or responsibilities as in effect           
at any time within ninety (90) days preceding the date of the           
Change in Control or at any time thereafter; or any removal             
of the Executive from or failure to reappoint or reelect [him           
or her] to any of [his or her] offices or positions, except             
in connection with the termination of the Executive's                   
employment for Cause, or as a result of [his or her] death,             
or by the Executive other than for Good Reason;                         

(ii) a reduction in the rate of the Executive's     
base salary below the Base Amount or any failure to pay the             
Executive any compensation or benefits to which [he or she]             
is entitled within fifteen (15) days of the date notice of              
such failure is given to the Company and, in the case of any            
annual bonus, within forty-five (45) days following the end             
of the fiscal year pursuant to which such bonus relates;                

(iii) a change in the accounting policies or        
practices as in effect during the ninety (90) days preceding            
the Change in Control or at any time thereafter which, in the           
Executive's reasonable judgment, results in a reduction in              
[his or her] earning potential;                                         

(iv) the Company's requiring the Executive to be        
based at any place outside a 20-mile radius from [his or her]           
place of employment on the day prior to the Change in                   
Control, except for reasonably required travel on the                   
Company's business which is not materially greater than such            
travel requirements prior to the Change in Control;                     

(v) the failure by the Company to (A) continue in   
effect (without reduction in benefit levels, reward                     
opportunities and/or bonus potential for comparable                     
performance) any material compensation or benefit plan in               
which the Executive was participating at any time within                
ninety (90) days preceding the Change in Control or at any              
time thereafter including, but not limited to, the plans                
listed on Appendix A, unless such plan is replaced with a               
plan that provides substantially equivalent compensation or             
benefits to the Executive, or (B) provide the Executive with            
compensation and benefits, in the aggregate at least equal              
(in terms of benefit levels and/or reward opportunities) to             
those provided for under each other employee benefit plan,              
program and practice in which the Executive was participating           
at any time within ninety (90) days preceding the Change in             
Control or at any time thereafter;                                      

(vi) the insolvency or the filing (by any party,    
including the Company) of a petition for bankruptcy, of the             
Company, which petition is not dismissed within sixty (60)              
days;                                                                   

(vii) any material breach by the Company of any     
provision hereof;                                                       

(viii) any purported termination of the Executive's 
employment for Cause by the Company which does not comply               
with the terms of Section 2.4 hereof; and                               

(ix) the failure of the Company to obtain an        
agreement, satisfactory to the Executive, from any Successor            
or Assign of the Company, to assume and agree to perform this           
Agreement, as contemplated in Section 6 hereof.                         

(b) Any event or condition described in this Section        
2.8(a)(i) through (ix) which occurs following the Effective             
Date but within one (1) year prior to a Change in Control but           
which the Executive reasonably demonstrates (i) was at the              
request of a Third Party or (ii) otherwise arose in                     
connection with, or in anticipation of, a Change in Control             
which actually occurs, shall constitute Good Reason for                 
purposes of this Agreement notwithstanding that it occurred             
prior to the Change in Control.                                         

2.9.  Notice of Termination.   For purposes of this                     
---------------------                                       
Agreement, following a Change in Control, "Notice of                    
Termination" shall mean a written notice of termination from            
the Company of the Executive's employment which indicates the           
specific termination provision in this Agreement relied upon            
and which sets forth in reasonable detail the facts and                 
circumstances claimed to provide a basis for termination of             
the Executive's employment under the provision so indicated.            

2.10.  Pro Rata Bonus.  For purposes of this Agreement, "Pro            
--------------                                            
Rata Bonus" shall mean an amount equal to the Bonus Amount              
multiplied by a fraction the numerator of which is the number           
of days in the fiscal year through the Termination Date and             
the denominator of which is 365.                                        

2.11.  Successors and Assigns.  For purposes of this                    
----------------------                                    
Agreement, "Successors and Assigns" shall mean a corporation            
or other entity acquiring all or substantially all the assets           
and business of the Company (including this Agreement)                  
whether by operation of law or otherwise.                               

2.12.  Termination Date.  For purposes of this Agreement,               
----------------                                          
"Termination Date" shall mean in the case of the Executive's            
death, [his or her] date of death, in the case of Good                  
Reason, the last day of [his or her] employment, and in all             
other cases, the date specified in the Notice of Termination;           
provided, however, that if the Executive's employment is                
-----------------                                                       
terminated by the Company for Cause or due to Disability, the           
date specified in the Notice of Termination shall be at least           
30 days from the date the Notice of Termination is given to             
the Executive, provided that in the case of Disability the              
Executive shall not have returned to the full-time                      
performance of [his or her] duties during such period of at             
least 30 days.                                                          

3.  Termination of Employment.                                          
-------------------------                                       

3.1.  If, during the term of this Agreement, the Executive's            
employment with the Company shall be terminated within                  
twenty-four (24) months following a Change in Control, the              
Executive shall be entitled to the following compensation and           
benefits:                                                               

(a) If the Executive's employment with the Company          
shall be terminated (1) by reason of the Executive's death,             
(2) by the Company for Cause or Disability, or (3) by the               
Executive other than for Good Reason and other than during              
the 60-day period commencing on the first anniversary of the            
date of the occurrence of a Change in Control (the "Window              
Period"), the Company shall pay to the Executive the Accrued            
Compensation and, if such termination is other than by the              
Company for Cause, a Pro Rata Bonus.                                    

(b) If the Executive's employment with the Company          
shall be terminated for any reason other than as specified in           
Section 3.1(a) or during the Window Period, the Executive               
shall be entitled to the following:                                     
(i) the Company shall pay the Executive all Accrued 
Compensation and a Pro-Rata Bonus;                                      

(ii)  the Company shall pay the Executive as        
termination pay and in lieu of any further compensation for             
periods subsequent to the Termination Date, in a single                 
payment an amount (the "Termination Amount") in cash equal to           
two times the sum of (A) the Base Amount and (B) the Bonus              
Amount;                                                                 

(iii)  for twenty-four (24) months from the         
Termination Date (the "Continuation Period"), the Company               
shall at its expense continue on behalf of the Executive and            
[his or her] dependents and beneficiaries the fringe                    
benefits, (excluding those benefit plans numbered 1 through 9           
inclusive on Appendix A but including an automobile or                  
automobile allowance and the related expenses of public                 
liability insurance, collision coverage, repairs and                    
maintenance) and the life insurance, disability, medical,               
dental and hospitalization benefits provided (x) to the                 
Executive at any time during the 90-day period prior to the             
Change in Control or at any time thereafter or (y) to other             
similarly situated executives who continue in the employ of             
the Company during the Continuation Period; provided,                   
                        --------
however, that with respect to any Executive who was entitled            
-------                                                                 
to the use of an automobile provided by the Company within              
the ninety (90) day period prior to a Change in Control or at           
any time thereafter, the Executive shall be paid a cash                 
payment equal to the value of the Company provided automobile           
to the Executive for the Continuation Period.  The coverage             
and benefits (including deductibles and contributions by the            
Executive, if any) provided in this Section 3.1(b)(iii)                 
during the Continuation Period shall be no less favorable to            
the Executive and [his or her] dependents and beneficiaries,            
than the most favorable of such coverages and benefits during           
any of the periods referred to in clauses (x) and (y) above.            
The Company's obligation hereunder with respect to the                  
foregoing benefits (except for the automobile or automobile             
allowance and the related expenses of public liability                  
insurance, collision coverage, repairs and maintenance) shall           
be limited to the extent that the Executive obtains any such            
benefits pursuant to a subsequent employer's benefit plans,             
in which case the Company may reduce the coverage of any                
benefits it is required to provide the Executive hereunder as           
long as the aggregate coverages and benefits of the combined            
benefit plans is no less favorable to the Executive than the            
coverages and benefits required to be provided hereunder.               
This Subsection (iii) shall not be interpreted so as to limit           
any benefits to which the Executive, [his or her] dependents            
or beneficiaries may be entitled under any of the Company's             
employee benefit plans, programs or practices following the             
Executive's termination of employment, including without                
limitation, retiree medical and life insurance benefits;                

(iv) the Company shall pay in a single payment an   
amount equal to eighty percent (80%) of the maximum amount              
the Executive could have contributed under the Deferred                 
Salary and Investment Plan, Stock Purchase Program and                  
Supplemental Stock Program as in effect on the date                     
immediately prior to the Change in Control during the                   
Continuation Period had [he or she] continued in the                    
employment with the Company during the Continuation Period              
the greater of [his or her] annualized gross salary and wages           
as in effect immediately prior to the Change in Control or at           
any time thereafter; and                                                

(v) (A) the restrictions on any outstanding         
incentive awards (including restricted stock and granted                
performance shares or units) granted to the Executive                   
including, but not limited to, awards granted under the                 
Company's 1985 Stock Option Plan, the Company's 1993                    
Incentive Stock Plan, or under any other incentive plan or              
arrangement shall lapse and such incentive award shall become           
100% vested, all stock options and stock appreciation rights            
granted to the Executive shall become immediately exercisable           
and shall become 100% vested, and all performance units                 
granted to the Executive shall become 100% vested and (B) the           
Executive shall have the right to require the Company to                
purchase, for cash, any shares of unrestricted stock or                 
shares purchased upon exercise of any options, at a price               
equal to the fair market value of such shares on the date of            
purchase by the Company.                                                

(c) The amounts provided for in Sections 3.1(a) and         
3.1(b)(i), (ii), (iii) (only as to the automobile allowance             
and the related expenses of public liability insurance,                 
collision coverage, repairs and maintenance) and (iv) shall             
be paid in a single lump sum cash payment within five (5)               
days after the Executive's Termination Date (or earlier, if             
required by applicable law).                                            

(d) The Executive shall not be required to mitigate the     
amount of any payment provided for in this Agreement by                 
seeking other employment or otherwise and no such payment               
shall be offset or reduced by the amount of any compensation            
or benefits provided to the Executive in any subsequent                 
employment except as provided in Section 3.1(b)(iii).                   

3.2.  (a) The termination pay and termination benefits                  
provided for in this Section 3 shall be in lieu of any other            
severance or termination pay to which the Executive may be              
entitled under any Company severance or termination plan,               
program, policy or practice.                                            

(b) The Executive's entitlement to any other                
compensation or benefits (other than the Pro Rata Bonus and             
other than the termination pay and termination benefits as              
provided under this Section 3) shall be determined in                   
accordance with the Company's employee benefit plans                    
(including, the plans listed on Appendix A) and other                   
applicable programs, policies and practices then in effect.             

3.3.  Notwithstanding any other provision of this Agreement             
to the contrary, the termination of the Executive's                     
employment with the Company in connection with the sale,                
divestiture or other disposition of a "Division" (as                    
hereinafter defined) (or part thereof) shall not be deemed to           
be a termination of employment of the Executive for purposes            
of this Agreement provided the Executive is offered                     
employment by the purchaser or acquiror of such Division (or            
part thereof) and the Company obtains an agreement from such            
purchaser or acquiror as contemplated in Section 6(c) and the           
Executive shall not be entitled to benefits from the Company            
under this Agreement as a result of such sale, divestiture,             
or other disposition, or as a result of any subsequent                  
termination of employment.  "Division" shall mean [name of              
Division].                                                              

4.  Notice of Termination.  Following a Change in Control,              
---------------------                                           
any purported termination of the Executive's employment by              
the Company shall be communicated by Notice of Termination to           
the Executive.  For purposes of this Agreement, no such                 
purported termination shall be effective without such Notice            
of Termination.                                                         

5.  Excise Tax Payments.                                                
-------------------                                             

(a) In the event that any payment or benefit (within        
the meaning of Section 280G(b)(2) of the Internal Revenue               
Code of 1986, as amended (the "Code")), to the Executive or             
for [his or her] benefit paid or payable or distributed or              
distributable pursuant to the terms of this Agreement or                
otherwise in connection with, or arising out of, [his or her]           
employment with the Company or a change in ownership or                 
effective control of the Company or of a substantial portion            
of its assets (a "Payment" or "Payments"), would be subject             
to the excise tax imposed by Section 4999 of the Code or any            
interest or penalties are incurred by the Executive with                
respect to such excise tax (such excise tax, together with              
any such interest and penalties, are hereinafter collectively           
referred to as the "Excise Tax"), then the Executive will be            
entitled to receive an additional payment (a "Gross-Up                  
Payment") in an amount such that after payment by the                   
Executive of all taxes (including any interest or penalties,            
other than interest and penalties imposed by reason of the              
Executive's failure to file timely a tax return or pay taxes            
shown due on [his or her] return, imposed with respect to               
such taxes and the Excise Tax), including any Excise Tax                
imposed upon the Gross-Up Payment, the Executive retains an             
amount of the Gross-Up Payment equal to the Excise Tax                  
imposed upon the Payments.                                              

(b) An initial determination as to whether a Gross-Up       
Payment is required pursuant to this Agreement and the amount           
of such Gross-Up Payment shall be made at the Company's                 
expense by an accounting firm selected by the Company and               
reasonably acceptable to the Executive which is designated as           
one of the five largest accounting firms in the United States           
(the "Accounting Firm").  The Accounting Firm shall provide             
its determination (the "Determination"), together with                  
detailed supporting calculations and documentation to the               
Company and the Executive within five days of the Termination           
Date if applicable, or such other time as requested by the              
Company or by the Executive (provided the Executive                     
reasonably believes that any of the Payments may be subject             
to the Excise Tax) and if the Accounting Firm determines that           
no Excise Tax is payable by the Executive with respect to a             
Payment or Payments, it shall furnish the Executive with an             
opinion reasonably acceptable to the Executive that no Excise           
Tax will be imposed with respect to any such Payment or                 
Payments.  Within ten days of the delivery of the                       
Determination to the Executive, the Executive shall have the            
right to dispute the Determination (the "Dispute").  The                
Gross-Up Payment, if any, as determined pursuant to this                
Paragraph 5(b) shall be paid by the Company to the Executive            
within five days of the receipt of the Accounting Firm's                
determination.  The existence of the Dispute shall not in any           
way affect the Executive's right to receive the Gross-Up                
Payment in accordance with the Determination.  If there is no           
Dispute, the Determination shall be binding, final and                  
conclusive upon the Company and the Executive subject to the            
application of Paragraph 5(c) below.                                    

(c) As a result of the uncertainty in the application       
of Sections 4999 and 280G of the Code, it is possible that a            
Gross-Up Payment (or a portion thereof) will be paid which              
should not have been paid (an "Excess Payment") or a Gross-Up           
Payment (or a portion thereof) which should have been paid              
will not have been paid (an "Underpayment").  An Underpayment           
shall be deemed to have occurred (i) upon notice (formal or             
informal) to the Executive from any governmental taxing                 
authority that the Executive's tax liability (whether in                
respect of the Executive's current taxable year or in respect           
of any prior taxable year) may be increased by reason of the            
imposition of the Excise Tax on a Payment or Payments with              
respect to which the Company has failed to make a sufficient            
Gross-Up Payment, (ii) upon a determination by a court, (iii)           
by reason of determination by the Company (which shall                  
include the position taken by the Company, together with its            
consolidated group, on its federal income tax return) or (iv)           
upon the resolution of the Dispute to the Executive's                   
satisfaction.  If an Underpayment occurs, the Executive shall           
promptly notify the Company and the Company shall promptly,             
but in any event, at least five days prior to the date on               
which the applicable government taxing authority has                    
requested payment, pay to the Executive an additional                   
Gross-Up Payment equal to the amount of the Underpayment plus           
any interest and penalties (other than interest and penalties           
imposed by reason of the Executive's failure to file timely a           
tax return or pay taxes shown due on the Executive's return)            
imposed on the Underpayment.  An Excess Payment shall be                
deemed to have occurred upon a "Final Determination" (as                
hereinafter defined) that the Excise Tax shall not be imposed           
upon a Payment or Payments (or portion thereof) with respect            
to which the Executive had previously received a Gross-Up               
Payment.  A "Final Determination" shall be deemed to have               
occurred when the Executive has received from the applicable            
government taxing authority a refund of taxes or other                  
reduction in the Executive's tax liability by reason of the             
Excise Payment and upon either (x) the date a determination             
is made by, or an agreement is entered into with, the                   
applicable governmental taxing authority which finally and              
conclusively binds the Executive and such taxing authority,             
or in the event that a claim is brought before a court of               
competent jurisdiction, the date upon which a final                     
determination has been made by such court and either all                
appeals have been taken and finally resolved or the time for            
all appeals has expired or (y) the statute of limitations               
with respect to the Executive's applicable tax return has               
expired.  If an Excess Payment is determined to have been               
made, the amount of the Excess Payment shall be treated as a            
loan by the Company to the Executive and the Executive shall            
pay to the Company on demand (but not less than 10 days after           
the determination of such Excess Payment and written notice             
has been delivered to the Executive) the amount of the Excess           
Payment plus interest at an annual rate equal to the                    
Applicable Federal Rate provided for in Section 1274(d) of              
the Code from the date the Gross-Up Payment (to which the               
Excess Payment relates) was paid to the Executive until the             
date of repayment to the Company.                                       

(d) Notwithstanding anything contained in this              
Agreement to the contrary, in the event that, according to              
the Determination, an Excise Tax will be imposed on any                 
Payment or Payments, the Company shall pay to the applicable            
government taxing authorities as Excise Tax withholding, the            
amount of the Excise Tax that the Company has actually                  
withheld from the Payment or Payments.                                  

6.  Successors; Binding Agreement.                                      
-----------------------------                                   

(a) This Agreement shall be binding upon and shall          
inure to the benefit of the Company and its Successors and              
Assigns and the Company shall require any Successor or Assign           
to expressly assume and agree to perform this Agreement in              
the same manner and to the same extent that the Company would           
be required to perform it if no such succession or assignment           
had taken place.                                                        

(b) Neither this Agreement nor any right or interest        
hereunder shall be assignable or transferable by the                    
Executive, [his or her] beneficiaries or legal                          
representatives, except by will or by the laws of descent and           
distribution.  This Agreement shall inure to the benefit of             
and be enforceable by the Executive's legal personal                    
representative.                                                         

(c) In the event that the Division (or part thereof) is     
sold, divested, or otherwise disposed of by the Company                 
subsequent to a Change in Control and the Executive is                  
offered employment by the purchaser or acquiror thereof, the            
Company shall require such purchaser or acquiror to assume,             
and agree to perform the Company's obligations under this               
Agreement, in the same manner, and to the same extent that              
the Company would be required to perform if no such                     
acquisition or purchase had taken place.                                

7.  Fees and Expenses.  The Company shall pay all legal fees            
-----------------                                               
and related expenses (including the costs of experts,                   
evidence and counsel) incurred by the Executive as they                 
become due as a result of (a) the Executive's termination of            
employment (including all such fees and expenses, if any,               
incurred in contesting or disputing any such termination of             
employment), (b) the Executive seeking to obtain or enforce             
any right or benefit provided by this Agreement (including,             
but not limited to, any such fees and expenses incurred in              
connection with (i) the Dispute and (ii) the Gross-Up Payment           
whether as a result of any applicable government taxing                 
authority proceeding, audit or otherwise) or by any other               
plan or arrangement maintained by the Company under which the           
Executive is or may be entitled to receive benefits, and (c)            
the Executive's hearing before the Board as contemplated in             
Section 2.4 of this Agreement; provided, however, that the              
circumstances set forth in clauses (a) and (b) (other than as           
a result of the Executive's termination of employment under             
circumstances described in Section 2.5(d)) occurred on or               
after a Change in Control.                                              

8.  Notice.  For the purposes of this Agreement, notices and            
------                                                          
all other communications provided for in the Agreement                  
(including the Notice of Termination) shall be in writing and           
shall be deemed to have been duly given when personally                 
delivered or sent by certified mail, return receipt                     
requested, postage prepaid, addressed to the respective                 
addresses last given by each party to the other, provided               
that all notices to the Company shall be directed to the                
attention of the Board with a copy to the Secretary of the              
Company.  All notices and communications shall be deemed to             
have been received on the date of delivery thereof or on the            
third business day after the mailing thereof, except that               
notice of change of address shall be effective only upon                
receipt.                                                                

9.  Non-exclusivity of Rights.  Nothing in this Agreement               
-------------------------                                       
shall prevent or limit the Executive's continuing or future             
participation in any benefit, bonus, incentive or other plan            
or program provided by the Company (except for any severance            
or termination policies, plans, programs or practices) and              
for which the Executive may qualify, nor shall anything                 
herein limit or reduce such rights as the Executive may have            
under any other agreements with the Company (except for any             
severance or termination agreement).  Amounts which are                 
vested benefits or which the Executive is otherwise entitled            
to receive under any plan or program of the Company shall be            
payable in accordance with such plan or program, except as              
explicitly modified by this Agreement.                                  

10.  Settlement of Claims.  The Company's obligation to make            
--------------------                                          
the payments provided for in this Agreement and otherwise to            
perform its obligations hereunder shall not be affected by              
any circumstances, including, without limitation, any                   
set-off, counterclaim, recoupment, defense or other right               
which the Company may have against the Executive or others.             

11.  Miscellaneous.  No provision of this Agreement may be              
-------------                                                 
modified, waived or discharged unless such waiver,                      
modification or discharge is agreed to in writing and signed            
by the Executive and the Company.  No waiver by either party            
hereto at any time of any breach by the other party hereto              
of, or compliance with, any condition or provision of this              
Agreement to be performed by such other party shall be deemed           
a waiver of similar or dissimilar provisions or conditions at           
the same or at any prior or subsequent time.  No agreement or           
representations, oral or otherwise, express or implied, with            
respect to the subject matter hereof have been made by either           
party which are not expressly set forth in this Agreement.              

12.  Governing Law.  THE VALIDITY, INTERPRETATION,                      
-------------                                                 
CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT SHALL IN ALL             
RESPECTS BE GOVERNED BY AND CONSTRUED AND ENFORCED IN                   
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING           
EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF; PROVIDED,             
HOWEVER, THAT IN ANY ACTION INVOLVING THE EXECUTIVE AND THE             
COMPANY WITH RESPECT TO ANY CLAIM OR ASSERTION THAT THE                 
EXECUTIVE'S EMPLOYMENT WAS PROPERLY TERMINATED FOR CAUSE, THE           
COMPANY HAS THE BURDEN OF PROVING THAT THE EXECUTIVE'S                  
EMPLOYMENT WAS PROPERLY TERMINATED FOR CAUSE.                           

13.  Forum.  Any suit brought by the Executive under this               
-----                                                         
Agreement may be brought in the appropriate state or federal            
court for Tarrant County, Texas, or for the county wherein              
the Executive maintains [his or her] residence.  Any suit               
brought by the Company under this Agreement may only be                 
brought in the county wherein the Executive maintains [his or           
her] residence unless the Executive consents to suit                    
elsewhere.                                                              

14.  Severability.  The provisions of this Agreement shall be           
------------                                                  
deemed severable and the invalidity or unenforceability of              
any provision shall not affect the validity or enforceability           
of the other provisions hereof.                                         

15.  Entire Agreement.  This Agreement constitutes the entire           
----------------                                              
agreement between the parties hereto and supersedes all prior           
agreements, if any, understandings and arrangements, oral or            
written, between the parties hereto with respect to the                 
subject matter hereof.                                                  

IN WITNESS WHEREOF, the Company caused this Agreement to be             
executed by its duly authorized officer and the Executive has           
executed this Agreement as of the day and year first above              
written.                                                                

     TANDY CORPORATION

ATTEST:                       By: ___________________________           
 Name:
  Title:
_________________________                                               
Secretary                                                     

                   By: ___________________________
       [Executive]

10-Q
14th “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 14th
                                        APPENDIX A

COMPENSATION AND BENEFIT PLANS                  

1.  Tandy Corporation Officers Deferred Compensation Plan               

2.  Tandy Employees Deferred Salary and Investment Plan                 

3.  Tandy Employees Stock Ownership Plan                                

4.  Salary Continuation Plan for Executive Employees of Tandy           
Corporation and Subsidiaries                                    

5.  Tandy Corporation Stock Purchase Program                            

6.  Tandy Employees Supplemental Stock Program                          

7.  Tandy Corporation 1985 Stock Option Plan                            

8.  Post Retirement Death Benefit Plan for Executive                    
Employees of Tandy Corporation and Subsidiaries                 

9.  Tandy Corporation 1993 Incentive Stock Plan                         

10-Q
15th “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 15th
FORM OF                 
-------                 
TERMINATION PROTECTION AGREEMENT                
--------------------------------                
FOR SUBSIDIARY EXECUTIVES                 
-------------------------                 

THIS AGREEMENT made as of the 18th day of May, 1995, by and             
among the "Company" (as hereinafter defined) the "Employer"             
(as hereinafter defined) and ____________________ (the                  
"Executive").                                                           

WHEREAS, the Board of Directors of the Company (the "Board")            
recognizes that the possibility of a "Change in Control" (as            
hereinafter defined) exists and that the threat or the                  
occurrence of a Change in Control can result in significant             
distractions of its key management personnel because of the             
uncertainties inherent in such a situation;                             

WHEREAS, the Board has determined that it is essential and in           
the best interest of the Company, its stockholders and the              
Employer to retain the services of the Executive in the event           
of a threat or occurrence of a Change in Control and to                 
ensure [his or her] continued dedication and efforts in such            
event without undue concern for [his or her] personal                   
financial and employment security; and                                  

WHEREAS, in order to induce the Executive to remain in the              
employ of the Employer, particularly in the event of a threat           
or the occurrence of a Change in Control, the Company and the           
Employer desire to enter into this Agreement with the                   
Executive to provide the Executive with certain benefits in             
the event [his or her] employment is terminated as a result             
of, or in connection with, a Change in Control and to provide           
the Executive with the "Gross-Up Payment" (as hereinafter               
defined) and certain other benefits whether or not the                  
Executive's employment is terminated.                                   

NOW, THEREFORE, in consideration of the respective agreements           
of the parties contained herein, it is agreed as follows:               

1.  Term of Agreement.  This Agreement shall commence as of             
-----------------                                               
May 18, 1995 and shall continue in effect until May 18, 1997;           
provided, however, that commencing on May 18, 1996 and on               
-----------------                                                       
each May 18 thereafter, the term of this Agreement shall be             
automatically extended for one (1) year unless either the               
Company or the Executive shall have given written notice to             
the other at least ninety (90) days prior thereto that the              
term of this Agreement shall not be so extended; and                    
provided, further, however, that notwithstanding any such               
--------------------------                                              
notice by the Company not to extend, the term of this                   
Agreement shall not expire prior to the expiration of                   
twenty-four (24) months after the occurrence of a Change in             
Control.                                                                

2.  Definitions.                                                        
-----------                                                     

2.1.  Accrued Compensation.  For purposes of this Agreement,            
--------------------                                        
"Accrued Compensation" shall mean an amount which shall                 
include all amounts earned or accrued through the                       
"Termination Date" (as hereinafter defined) but not paid as             
of the Termination Date including (i) base salary, and (ii)             
reimbursement for reasonable and necessary expenses incurred            
by the Executive on behalf of the Employer during the period            
ending on the Termination Date, (iii) vacation pay, if                  
required by applicable law, and (iv) bonuses and incentive              
compensation (other than the "Pro Rata Bonus" (as hereinafter           
defined))].                                                             

2.2.  Base Amount.  For purposes of this Agreement, "Base               
-----------                                                 
Amount" shall mean the greater of the Executive's annual base           
salary (a) at the rate in effect on the Termination Date or             
(b) at the highest rate in effect at any time during the                
ninety (90) day period prior to the Change in Control, and              
shall include all amounts of [his or her] base salary that              
are deferred under the qualified and non-qualified employee             
benefit plans of the Company and/or the Employer.                       

2.3.  Bonus Amount.  For purposes of this Agreement, "Bonus             
------------                                                
Amount" shall mean the highest annual bonus paid or payable             
to the Executive for any fiscal year in respect of the three            
(3) full fiscal years ended prior to the Change in Control.             

2.4.  Cause.  For purposes of this Agreement, a termination             
-----                                                       
of employment is for "Cause" if the Executive has been                  
convicted of a felony or the termination is evidenced by a              
resolution adopted in good faith by two-thirds of the Board             
that the Executive (a) intentionally and continually failed             
substantially to perform [his or her] reasonably assigned               
duties with the Employer (other than a failure resulting from           
the Executive's incapacity due to physical or mental illness            
or from the Executive's assignment of duties that would                 
constitute "Good Reason" as hereinafter defined) which                  
failure continued for a period of at least thirty (30) days             
after a written notice of demand for substantial performance            
has been delivered to the Executive specifying the manner in            
which the Executive has failed substantially to perform, or             
(b) intentionally engaged in conduct which is demonstrably              
and materially injurious to the Company and/or the Employer;            
provided, however, that no termination of the Executive's               
-----------------                                                       
employment shall be for Cause as set forth in clause (b)                
above until (x) there shall have been delivered to the                  
Executive a copy of a written notice setting forth that the             
Executive was guilty of the conduct set forth in clause (b)             
and specifying the particulars thereof in detail, and (y) the           
Executive shall have been provided an opportunity to be heard           
in person by the Board (with the assistance of the                      
Executive's counsel if the Executive so desires).  No act,              
nor failure to act, on the Executive's part, shall be                   
considered "intentional" unless the Executive has acted, or             
failed to act, with a lack of good faith and with a lack of             
reasonable belief that the Executive's action or failure to             
act was in the best interest of the Company and/or the                  
Employer.                                                               

2.5.  Change in Control.  For purposes of this Agreement, a             
-----------------                                           
"Change in Control" shall mean any of the following events:             

(a) An acquisition (other than directly from the            
Company) of any voting securities of the Company (the "Voting           
Securities") by any "Person" (as the term person is used for            
purposes of Section 13(d) or 14(d) of the Securities Exchange           
Act of 1934, as amended (the "1934 Act")) immediately after             
which such Person has "Beneficial Ownership" (within the                
meaning of Rule 13d-3 promulgated under the 1934 Act) of                
fifteen percent (15%) or more of the combined voting power of           
the Company's then outstanding Voting Securities; provided,             
                                    --------
however, that in determining whether a Change in Control has            
-------                                                                 
occurred, Voting Securities which are acquired in a                     
"Non-Control Acquisition" (as hereinafter defined) shall not            
constitute an acquisition which would cause a Change in                 
Control.  A "Non-Control Acquisition" shall mean an                     
acquisition by (1) an employee benefit plan (or a trust                 
forming a part thereof) maintained by (x) the Company or (y)            
any corporation or other Person of which a majority of its              
voting power or its equity securities or equity interest is             
owned directly or indirectly by the Company (a "Subsidiary"),           
(2) the Company or any Subsidiary, or (3) any Person in                 
connection with a "Non-Control Transaction" (as hereinafter             
defined).                                                               

(b) The individuals who, as of May 18, 1995, are            
members of the Board (the "Incumbent Board"), cease for any             
reason to constitute at least two-thirds of the Board;                  
provided, however, that if the election, or nomination for              
-----------------                                                       
election by the Company's stockholders, of any new director             
was approved by a vote of at least two-thirds of the                    
Incumbent Board, such new director shall, for purposes of               
this Agreement, be considered as a member of the Incumbent              
Board; provided further, however, that no individual shall be           
-------------------------                                 
considered a member of the Incumbent Board if such individual           
initially assumed office as a result of either an actual or             
threatened "Election Contest" (as described in Rule 14a-11              
promulgated under the 1934 Act) or other actual or threatened           
solicitation of proxies or consents by or on behalf of a                
Person other than the Board (a "Proxy Contest") including by            
reason of any agreement intended to avoid or settle any                 
Election Contest or Proxy Contest; or                                   

(c) Approval by stockholders of the Company of:             

(1) A merger, consolidation or reorganization       
involving the Company, unless                                           

(i) the stockholders of the Company, immediately    
before such merger, consolidation or reorganization, own,               
directly or indirectly immediately following such merger,               
consolidation or reorganization, at least sixty percent (60%)           
of the combined voting power of the outstanding voting                  
securities of the corporation resulting from such merger or             
consolidation or  reorganization (the "Surviving                        
Corporation") in substantially the same proportion as their             
ownership of the Voting Securities immediately before such              
merger, consolidation or reorganization,                                

(ii) the individuals who were members of the        
Incumbent Board immediately prior to the execution of the               
agreement providing for such merger, consolidation or                   
reorganization constitute at least two-thirds of the members            
of the board of directors of the Surviving Corporation,                 

(iii) no Person (other than the Company, any        
Subsidiary, any employee benefit plan (or any trust forming a           
part thereof) maintained by the Company, the Surviving                  
Corporation or any Subsidiary, or any Person who, immediately           
prior to such merger, consolidation or reorganization had               
Beneficial Ownership of fifteen percent (15%) or more of the            
then outstanding Voting Securities) has Beneficial Ownership            
of fifteen percent (15%) or more of the combined voting power           
of the Surviving Corporation's then outstanding voting                  
securities, and                                                         

(iv) a transaction described in clauses (i) through 
(iii) shall herein be referred to as a "Non-Control                     
Transaction";                                                           

(2) A complete liquidation or dissolution of the    
Company; or                                                             

(3) An agreement for the sale or other disposition  
of all or substantially all of the assets of the Company to             
any Person (other than a transfer to a Subsidiary).                     

Notwithstanding the foregoing, a Change in Control shall not            
be deemed to occur solely because any Person (the "Subject              
Person") acquired Beneficial Ownership of more than the                 
permitted amount of the outstanding Voting Securities as a              
result of the acquisition of Voting Securities by the Company           
which, by reducing the number of Voting Securities                      
outstanding, increases the proportional number of shares                
Beneficially Owned by the Subject Person, provided that if a            
Change in Control would occur (but for the operation of this            
sentence) as a result of the acquisition of Voting Securities           
by the Company, and after such share acquisition by the                 
Company, the Subject Person becomes the Beneficial Owner of             
any additional Voting Securities which increases the                    
percentage of the then outstanding Voting Securities                    
Beneficially Owned by the Subject Person, then a Change in              
Control shall occur.                                                    

(d) Notwithstanding anything contained in this              
Agreement to the contrary, if the Executive's employment is             
terminated following the Effective Date but within one (1)              
year prior to a Change in Control and [the Executive                    
reasonably demonstrates that] such termination (i) was at the           
request of a third party who has indicated an intention or              
taken steps reasonably calculated to effect a Change in                 
Control and who effectuates a Change in Control (a "Third               
Party") or (ii) otherwise occurred in connection with, or in            
anticipation of, a Change in Control which actually occurs,             
then for all purposes of this Agreement, the date of a Change           
in Control with respect to the Executive shall mean the date            
immediately prior to the date of such termination of the                
Executive's employment.                                                 

2.6.  Company.  For purposes of this Agreement, the                     
-------                                                     
"Company" shall mean Tandy Corporation and shall include its            
"Successors and Assigns" (as hereinafter defined).                      

2.7.  Disability.   For purposes of this Agreement,                     
----------                                                  
"Disability" shall mean a physical or mental infirmity which            
impairs the Executive's ability to substantially perform [his           
or her] duties with the Employer for a period of one hundred            
eighty (180) consecutive days and the Executive has not                 
returned to [his or her] full time employment prior to the              
Termination Date as stated in the "Notice of Termination" (as           
hereinafter defined).                                                   

2.8.  Employer.  For purposes of this Agreement, "Employer"             
--------                                                    
shall mean [name of subsidiary].                                        

2.9.  (a) Good Reason.  For purposes of this Agreement,                 
-----------                                         
"Good Reason" shall mean the occurrence after a Change in               
Control of any of the events or conditions described in                 
Subsections (i) through (ix) hereof:                                    

(i) a change in the Executive's status, title,      
position or responsibilities (including reporting                       
responsibilities) which, in the Executive's reasonable                  
judgment, represents an adverse change in [his or her]                  
status, title, position or responsibilities as in effect at             
any time within ninety (90) days preceding the date of the              
Change in Control or at any time thereafter; the assignment             
to the Executive of any duties or responsibilities which, in            
the Executive's reasonable judgment, are inconsistent with              
such status, title, position or responsibilities as in effect           
at any time within ninety (90) days preceding the date of the           
Change in Control or at any time thereafter; or any removal             
of the Executive from or failure to reappoint or reelect [him           
or her] to any of [his or her] offices or positions, except             
in connection with the termination of the Executive's                   
employment for Cause, or as a result of [his or her] death,             
or by the Executive other than for Good Reason;                         

(ii) a reduction in the rate of the Executive's     
base salary below the Base Amount or any failure to pay the             
Executive any compensation or benefits to which [he or she]             
is entitled within fifteen (15) days of the date notice of              
such failure is given to the Employer and, in the case of any           
annual bonus, within forty-five (45) days following the end             
of the fiscal year pursuant to which such bonus relates;                

(iii) a change in the accounting policies or        
practices as in effect during the ninety (90) days preceding            
the Change in Control or at any time thereafter which, in the           
Executive's reasonable judgment, results in a reduction in              
[his or her] earning potential;                                         

(iv) the Employer's requiring the Executive to be   
based at any place outside a 20-mile radius from [his or her]           
place of employment on the day prior to the Change in                   
Control, except for reasonably required travel on the                   
Employer's business which is not materially greater than such           
travel requirements prior to the Change in Control;                     

(v) the failure by the Company and/or the Employer  
to (A) continue in effect (without reduction in benefit                 
levels, reward opportunities and/or bonus potential for                 
comparable performance) any material compensation or benefit            
plan in which the Executive was participating at any time               
within ninety (90) days preceding the Change in Control or at           
any time thereafter including, but not limited to, the plans            
listed on Appendix A, unless such plan is replaced with a               
plan that provides substantially equivalent compensation or             
benefits to the Executive, or (B) provide the Executive with            
compensation and benefits, in the aggregate at least equal              
(in terms of benefit levels and/or reward opportunities) to             
those provided for under each other employee benefit plan,              
program and practice in which the Executive was participating           
at any time within ninety (90) days preceding the Change in             
Control or at any time thereafter;                                      

(vi) the insolvency or the filing (by any party,    
including the Company) of a petition for bankruptcy, of the             
Company, which petition is not dismissed within sixty (60)              
days;                                                                   

(vii) any material breach by the Company and/or the 
Employer of any provision hereof;                                       

(viii)  any purported termination of the            
Executive's employment for Cause by the Company and/or the              
Employer which does not comply with the terms of Section 2.4            
hereof; and                                                             

(ix) the failure of the Company and the Employer to 
obtain an agreement, satisfactory to the Executive, from any            
Successor or Assign of the Company, to assume and agree to              
perform this Agreement, as contemplated in Section 6 hereof.            

(b) Any event or condition described in this Section        
2.10(a)(i) through (ix) which occurs following the Effective            
Date but within one (1) year prior to a Change in Control but           
which the Executive reasonably demonstrates (i) was at the              
request of a Third Party or (ii) otherwise arose in                     
connection with, or in anticipation of, a Change in Control             
which actually occurs, shall constitute Good Reason for                 
purposes of this Agreement notwithstanding that it occurred             
prior to the Change in Control.                                         

2.10.  Notice of Termination.   For purposes of this                    
---------------------                                     
Agreement, following a Change in Control, "Notice of                    
Termination" shall mean a written notice of termination from            
the Employer of the Executive's employment which indicates              
the specific termination provision in this Agreement relied             
upon and which sets forth in reasonable detail the facts and            
circumstances claimed to provide a basis for termination of             
the Executive's employment under the provision so indicated.            

2.11.  Pro Rata Bonus.  For purposes of this Agreement, "Pro            
--------------                                            
Rata Bonus" shall mean an amount equal to the Bonus Amount              
multiplied by a fraction the numerator of which is the number           
of days in the fiscal year through the Termination Date and             
the denominator of which is 365.                                        

2.12.  Successors and Assigns.  For purposes of this                    
----------------------                                    
Agreement, "Successors and Assigns" shall mean a corporation            
or other entity acquiring all or substantially all the assets           
and business of the Company (including this Agreement)                  
whether by operation of law or otherwise.                               

2.13.  Termination Date.  For purposes of this Agreement,               
-----------------                                         
"Termination Date" shall mean in the case of the Executive's            
death, [his or her] date of death, in the case of Good                  
Reason, the last day of [his or her] employment, and in all             
other cases, the date specified in the Notice of Termination;           
provided, however, that if the Executive's employment is                
-----------------                                                       
terminated by the Employer for Cause or due to Disability,              
the date specified in the Notice of Termination shall be at             
least 30 days from the date the Notice of Termination is                
given to the Executive, provided that in the case of                    
Disability the Executive shall not have returned to the                 
full-time performance of [his or her] duties during such                
period of at least 30 days.                                             

3.  Termination of Employment.                                          
-------------------------                                       

3.1.  If, during the term of this Agreement, the Executive's            
employment with the Employer shall be terminated within                 
twenty-four (24) months following a Change in Control, the              
Executive shall be entitled to the following compensation and           
benefits:                                                               

(a) If the Executive's employment with the Employer         
shall be terminated (1) by reason of the Executive's death,             
(2) by the Company for Cause or Disability, or (3) by the               
Executive other than for Good Reason and other than during              
the 60-day period commencing on the first anniversary of the            
date of the occurrence of a Change in Control (the "Window              
Period"), the Company shall pay to the Executive the Accrued            
Compensation and, if such termination is other than by the              
Employer for Cause, a Pro Rata Bonus.                                   

(b) If the Executive's employment with the Employer         
shall be terminated for any reason other than as specified in           
Section 3.1(a) or during the Window Period, the Executive               
shall be entitled to the following:                                     

(i) the Company shall pay the Executive all Accrued 
Compensation and a Pro-Rata Bonus;                                      

(ii)  the Company shall pay the Executive as        
termination pay and in lieu of any further compensation for             
periods subsequent to the Termination Date, in a single                 
payment an amount (the "Termination Amount") in cash equal to           
two times the sum of (A) the Base Amount and (B) the Bonus              
Amount;                                                                 

(iii)  for twenty-four (24) months from the         
Termination Date (the "Continuation Period"), the Company               
shall at its expense continue on behalf of the Executive and            
[his or her] dependents and beneficiaries the fringe                    
benefits, (excluding those benefit plans numbered 1 through 9           
inclusive on Appendix A but including an automobile or                  
automobile allowance and the related expenses of public                 
liability insurance, collision coverage, repairs and                    
maintenance) and the life insurance, disability, medical,               
dental and hospitalization benefits provided (x) to the                 
Executive at any time during the 90-day period prior to the             
Change in Control or at any time thereafter or (y) to other             
similarly situated executives who continue in the employ of             
the Company and/or the Employer during the Continuation                 
Period; provided, however, that with respect to any Executive           
-----------------                                       
who was entitled to the use of an automobile provided by the            
Company and/or the Employer within the ninety (90) day period           
prior to a Change in Control or at any time thereafter, the             
Executive shall be paid a cash payment equal to the value of            
the Company and/or the Employer provided automobile to the              
Executive for the Continuation Period.  The coverage and                
benefits (including deductibles and contributions by the                
Executive, if any) provided in this Section 3.1(b)(iii)                 
during the Continuation Period shall be no less favorable to            
the Executive and [his or her] dependents and beneficiaries,            
than the most favorable of such coverages and benefits during           
any of the periods referred to in clauses (x) and (y) above.            
The Company's and/or the Employer's obligation hereunder with           
respect to the foregoing benefits (except for the automobile            
or automobile allowance and the related expenses of public              
liability insurance, collision coverage, repairs and                    
maintenance) shall be limited to the extent that the                    
Executive obtains any such benefits pursuant to a subsequent            
employer's benefit plans, in which case the Company and/or              
the Employer may reduce the coverage of any benefits it is              
required to provide the Executive hereunder as long as the              
aggregate coverages and benefits of the combined benefit                
plans is no less favorable to the Executive than the                    
coverages and benefits required to be provided hereunder.               
This Subsection (iii) shall not be interpreted so as to limit           
any benefits to which the Executive, [his or her] dependents            
or beneficiaries may be entitled under any of the Company's             
and/or the Employer's employee benefit plans, programs or               
practices following the Executive's termination of                      
employment, including without limitation, retiree medical and           
life insurance benefits;                                                

(iv) the Company shall pay in a single payment an   
amount equal to eighty percent (80%) of the maximum amount              
the Executive could have contributed under the Deferred                 
Salary and Investment Plan, Stock Purchase Program and                  
Supplemental Stock Program as in effect on the date                     
immediately prior to the Change in Control during the                   
Continuation Period had [he or she] continued in the                    
employment with the Employer during the Continuation Period             
at the greater of [his or her] annualized gross salary and              
wages as in effect immediately prior to the Change in Control           
or at any time thereafter; and                                          

(v) (A) the restrictions on any outstanding         
incentive awards (including restricted stock and granted                
performance shares or units) granted to the Executive                   
including, but not limited to, awards granted under the                 
Company's 1985 Stock Option Plan, 1993 Incentive Stock Plan             
or under any other incentive plan or arrangement shall lapse            
and such incentive award shall become 100% vested, all stock            
options and stock appreciation rights granted to the                    
Executive shall become immediately exercisable and shall                
become 100% vested, and all performance units granted to the            
Executive shall become 100% vested and (B) the Executive                
shall have the right to require the Company to purchase, for            
cash, any shares of unrestricted stock or shares purchased              
upon exercise of any options, at a price equal to the fair              
market value of such shares on the date of purchase by the              
Company.                                                                

(c) The amounts provided for in Sections 3.1(a) and         
3.1(b)(i), (ii), (iii) (only as to the automobile allowance             
and the related expenses of public liability insurance,                 
collision coverage, repairs and maintenance) and (iv) shall             
be paid in a single lump sum cash payment within five (5)               
days after the Executive's Termination Date (or earlier, if             
required by applicable law).                                            

(d) The Executive shall not be required to mitigate the     
amount of any payment provided for in this Agreement by                 
seeking other employment or otherwise and no such payment               
shall be offset or reduced by the amount of any compensation            
or benefits provided to the Executive in any subsequent                 
employment except as provided in Section 3.1(b)(iii).                   

3.2.  (a) The termination pay and termination benefits                  
provided for in this Section 3 shall be in lieu of any other            
severance or termination pay to which the Executive may be              
entitled under any Company and/or Employer severance or                 
termination plan, program, policy or practice.                          

(b) The Executive's entitlement to any other                
compensation benefits (other than the Pro Rata Bonus and                
other than the termination pay and termination benefits as              
provided in this Section 3) shall be determined in accordance           
with the Company's and/or the Employer's employee benefit               
plans (including, the plans listed on Appendix A) and other             
applicable programs, policies and practices then in effect.             

3.3.  Notwithstanding any other provision of this Agreement             
to the contrary, the termination of the Executive's                     
employment with the Employer in connection with the sale,               
divestiture or other disposition of the Employer (or part               
thereof) shall not be deemed to be a termination of                     
employment of the Executive for purposes of this Agreement              
provided the Executive is offered employment by the purchaser           
or acquiror of the Employer (or part thereof) and the Company           
and the Employer obtain an agreement from such purchaser or             
acquiror as contemplated in Section 6(c) and the Executive              
shall not be entitled to benefits from the Company under this           
Agreement as a result of such sale, divestiture, or other               
disposition, or as a result of any subsequent termination of            
employment.                                                             

4.  Notice of Termination.  Following a Change in Control,              
---------------------                                           
any purported termination of the Executive's employment by              
the Employer shall be communicated by Notice of Termination             
to the Executive.  For purposes of this Agreement, no such              
purported termination shall be effective without such Notice            
of Termination.                                                         

5.  Excise Tax Payments.                                                
-------------------                                             

(a) In the event that any payment or benefit (within        
the meaning of Section 280G(b)(2) of the Internal Revenue               
Code of 1986, as amended (the "Code")), to the Executive or             
for [his or her] benefit paid or payable or distributed or              
distributable pursuant to the terms of this Agreement or                
otherwise in connection with, or arising out of, [his or her]           
employment with the Employer or a change in ownership or                
effective control of the Company or of a substantial portion            
of its assets (a "Payment" or "Payments"), would be subject             
to the excise tax imposed by Section 4999 of the Code or any            
interest or penalties are incurred by the Executive with                
respect to such excise tax (such excise tax, together with              
any such interest and penalties, are hereinafter collectively           
referred to as the "Excise Tax"), then the Executive will be            
entitled to receive an additional payment (a "Gross-Up                  
Payment") in an amount such that after payment by the                   
Executive of all taxes (including any interest or penalties,            
other than interest and penalties imposed by reason of the              
Executive's failure to file timely a tax return or pay taxes            
shown due on [his or her] return, imposed with respect to               
such taxes and the Excise Tax), including any Excise Tax                
imposed upon the Gross-Up Payment, the Executive retains an             
amount of the Gross-Up Payment equal to the Excise Tax                  
imposed upon the Payments.                                              

(b) An initial determination as to whether a Gross-Up       
Payment is required pursuant to this Agreement and the amount           
of such Gross-Up Payment shall be made at the Company's                 
expense by an accounting firm selected by the Company and               
reasonably acceptable to the Executive which is designated as           
one of the five largest accounting firms in the United States           
(the "Accounting Firm").  The Accounting Firm shall provide             
its determination (the "Determination"), together with                  
detailed supporting calculations and documentation to the               
Company and the Executive within five days of the Termination           
Date if applicable, or such other time as requested by the              
Company or by the Executive (provided the Executive                     
reasonably believes that any of the Payments may be subject             
to the Excise Tax) and if the Accounting Firm determines that           
no Excise Tax is payable by the Executive with respect to a             
Payment or Payments, it shall furnish the Executive with an             
opinion reasonably acceptable to the Executive that no Excise           
Tax will be imposed with respect to any such Payment or                 
Payments.  Within ten days of the delivery of the                       
Determination to the Executive, the Executive shall have the            
right to dispute the Determination (the "Dispute").  The                
Gross-Up Payment, if any, as determined pursuant to this                
Paragraph 5(b) shall be paid by the Company to the Executive            
within five days of the receipt of the Accounting Firm's                
determination.  The existence of the Dispute shall not in any           
way affect the Executive's right to receive the Gross-Up                
Payment in accordance with the Determination.  If there is no           
Dispute, the Determination shall be binding, final and                  
conclusive upon the Company and the Executive subject to the            
application of Paragraph 5(c) below.                                    

(c) As a result of the uncertainty in the application       
of Sections 4999 and 280G of the Code, it is possible that a            
Gross-Up Payment (or a portion thereof) will be paid which              
should not have been paid (an "Excess Payment") or a Gross-Up           
Payment (or a portion thereof) which should have been paid              
will not have been paid (an "Underpayment").  An Underpayment           
shall be deemed to have occurred (i) upon notice (formal or             
informal) to the Executive from any governmental taxing                 
authority that the Executive's tax liability (whether in                
respect of the Executive's current taxable year or in respect           
of any prior taxable year) may be increased by reason of the            
imposition of the Excise Tax on a Payment or Payments with              
respect to which the Company has failed to make a sufficient            
Gross-Up Payment, (ii) upon a determination by a court, (iii)           
by reason of determination by the Company (which shall                  
include the position taken by the Company, together with its            
consolidated group, on its federal income tax return) or (iv)           
upon the resolution of the Dispute to the Executive's                   
satisfaction.  If an Underpayment occurs, the Executive shall           
promptly notify the Company and the Company shall promptly,             
but in any event, at least five days prior to the date on               
which the applicable government taxing authority has                    
requested payment, pay to the Executive an additional                   
Gross-Up Payment equal to the amount of the Underpayment plus           
any interest and penalties (other than interest and penalties           
imposed by reason of the Executive's failure to file timely a           
tax return or pay taxes shown due on the Executive's return)            
imposed on the Underpayment.  An Excess Payment shall be                
deemed to have occurred upon a "Final Determination" (as                
hereinafter defined) that the Excise Tax shall not be imposed           
upon a Payment or Payments (or portion thereof) with respect            
to which the Executive had previously received a Gross-Up               
Payment.  A "Final Determination" shall be deemed to have               
occurred when the Executive has received from the applicable            
government taxing authority a refund of taxes or other                  
reduction in the Executive's tax liability by reason of the             
Excise Payment and upon either (x) the date a determination             
is made by, or an agreement is entered into with, the                   
applicable governmental taxing authority which finally and              
conclusively binds the Executive and such taxing authority,             
or in the event that a claim is brought before a court of               
competent jurisdiction, the date upon which a final                     
determination has been made by such court and either all                
appeals have been taken and finally resolved or the time for            
all appeals has expired or (y) the statute of limitations               
with respect to the Executive's applicable tax return has               
expired.  If an Excess Payment is determined to have been               
made, the amount of the Excess Payment shall be treated as a            
loan by the Company to the Executive and the Executive shall            
pay to the Company on demand (but not less than 10 days after           
the determination of such Excess Payment and written notice             
has been delivered to the Executive) the amount of the Excess           
Payment plus interest at an annual rate equal to the                    
Applicable Federal Rate provided for in Section 1274(d) of              
the Code from the date the Gross-Up Payment (to which the               
Excess Payment relates) was paid to the Executive until the             
date of repayment to the Company.                                       

(d) Notwithstanding anything contained in this              
Agreement to the contrary, in the event that, according to              
the Determination, an Excise Tax will be imposed on any                 
Payment or Payments, the Company shall pay to the applicable            
government taxing authorities as Excise Tax withholding, the            
amount of the Excise Tax that the Company has actually                  
withheld from the Payment or Payments.                                  

6.  Successors; Binding Agreement.                                      
-----------------------------                                   

(a) This Agreement shall be binding upon and shall          
inure to the benefit of the Company, its Successors and                 
Assigns and the Employer and the Company shall require any              
Successor or Assign to expressly assume and agree to perform            
this Agreement in the same manner and to the same extent that           
the Company and/or the Employer would be required to perform            
it if no such succession or assignment had taken place.                 

(b) Neither this Agreement nor any right or interest        
hereunder shall be assignable or transferable by the                    
Executive, [his or her] beneficiaries or legal                          
representatives, except by will or by the laws of descent and           
distribution.  This Agreement shall inure to the benefit of             
and be enforceable by the Executive's legal personal                    
representative.                                                         

(c) In the event that the Employer (or part thereof) is     
sold, divested, or otherwise disposed of by the Company                 
subsequent to a Change in Control and the Executive is                  
offered employment by the purchaser or acquiror thereof, the            
Company shall require such purchaser or acquiror to assume,             
and agree to perform the Company's and the Employer's                   
obligations under this Agreement, in the same manner, and to            
the same extent that the Company and the Employer would be              
required to perform if no such acquisition or purchase had              
taken place.                                                            

7.  Fees and Expenses.  The Company shall pay all legal fees            
-----------------                                               
and related expenses (including the costs of experts,                   
evidence and counsel) incurred by the Executive as they                 
become due as a result of (a) the Executive's termination of            
employment (including all such fees and expenses, if any,               
incurred in contesting or disputing any such termination of             
employment), (b) the Executive seeking to obtain or enforce             
any right or benefit provided by this Agreement (including,             
but not limited to, any such fees and expenses incurred in              
connection with (i) the Dispute and (ii) the Gross-Up Payment           
whether as a result of any applicable government taxing                 
authority proceeding, audit or otherwise) or by any other               
plan or arrangement maintained by the Company and/or the                
Employer under which the Executive is or may be entitled to             
receive benefits, and (c) the Executive's hearing before the            
Board as contemplated in Section 2.4 of this Agreement;                 
provided, however, that the circumstances set forth in                  
-----------------                                                       
clauses (a) and (b) (other than as a result of the                      
Executive's termination of employment under circumstances               
described in Section 2.5(d)) occurred on or after a Change in           
Control.                                                                

8.  Notice.  For the purposes of this Agreement, notices and            
------                                                          
all other communications provided for in the Agreement                  
(including the Notice of Termination) shall be in writing and           
shall be deemed to have been duly given when personally                 
delivered or sent by certified mail, return receipt                     
requested, postage prepaid, addressed to the respective                 
addresses last given by each party to the other, provided               
that all notices to the Company and/or the Employer shall be            
directed to the attention of the Board with a copy to the               
Secretary of the Company.  All notices and communications               
shall be deemed to have been received on the date of delivery           
thereof or on the third business day after the mailing                  
thereof, except that notice of change of address shall be               
effective only upon receipt.                                            

9.  Non-exclusivity of Rights.  Nothing in this Agreement               
-------------------------                                       
shall prevent or limit the Executive's continuing or future             
participation in any benefit, bonus, incentive or other plan            
or program provided by the Company and/or the Employer                  
(except for any severance or termination policies, plans,               
programs or practices) and for which the Executive may                  
qualify, nor shall anything herein limit or reduce such                 
rights as the Executive may have under any other agreements             
with the Company and/or the Employer (except for any                    
severance or termination agreement).  Amounts which are                 
vested benefits or which the Executive is otherwise entitled            
to receive under any plan or program of the Company and/or              
the Employer shall be payable in accordance with such plan or           
program, except as explicitly modified by this Agreement.               

10.  Settlement of Claims.  The Company's obligation to make            
--------------------                                          
the payments provided for in this Agreement and otherwise to            
perform its obligations hereunder shall not be affected by              
any circumstances, including, without limitation, any                   
set-off, counterclaim, recoupment, defense or other right               
which the Company may have against the Executive or others.             

11.  Miscellaneous.  No provision of this Agreement may be              
-------------                                                 
modified, waived or discharged unless such waiver,                    
modification or discharge is agreed to in writing and signed            
by the Executive, the Company and the Employer.  No waiver by           
any party hereto at any time of any breach by any other party           
hereto of, or compliance with, any condition or provision of            
this Agreement to be performed by any other party shall be              
deemed a waiver of similar or dissimilar provisions or                  
conditions at the same or at any prior or subsequent time.              
No agreement or representations, oral or otherwise, express             
or implied, with respect to the subject matter hereof have              
been made by any party which are not expressly set forth in             
this Agreement.                                                         

12.  Governing Law.  THE VALIDITY, INTERPRETATION,                      
-------------                                                 
CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT SHALL IN ALL             
RESPECTS BE GOVERNED BY AND CONSTRUED AND ENFORCED IN                   
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING           
EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF; PROVIDED,             
HOWEVER, THAT IN ANY ACTION INVOLVING THE EXECUTIVE, THE                
COMPANY AND/OR THE EMPLOYER WITH RESPECT TO ANY CLAIM OR                
ASSERTION THAT THE EXECUTIVE'S EMPLOYMENT WAS PROPERLY                  
TERMINATED FOR CAUSE, THE COMPANY AND/OR THE EMPLOYER HAS THE           
BURDEN OF PROVING THAT THE EXECUTIVE'S EMPLOYMENT WAS                   
PROPERLY TERMINATED FOR CAUSE.                                          

13.  Forum.  Any suit brought by the Executive under this               
-----                                                         
Agreement may be brought in the appropriate state or federal            
court for Tarrant County, Texas, or for the county wherein              
the Executive maintains [his or her] residence.  Any suit               
brought by the Company and/or the Employer under this                   
Agreement may only be brought in the county wherein the                 
Executive maintains [his or her] residence unless the                   
Executive consents to suit elsewhere.                                   

14.  Severability.  The provisions of this Agreement shall be           
------------                                                  
deemed severable and the invalidity or unenforceability of              
any provision shall not affect the validity or enforceability           
of the other provisions hereof.                                         

15.  Entire Agreement.  This Agreement constitutes the entire           
----------------                                              
agreement between the parties hereto and supersedes all prior           
agreements, if any, understandings and arrangements, oral or            
written, between the parties hereto with respect to the                 
subject matter hereof.                                                  

IN WITNESS WHEREOF, the Company and the Employer have caused            
this Agreement to be executed by its duly authorized officers           
and the Executive has executed this Agreement as of the day             
and year first above written.                                           

     TANDY CORPORATION

ATTEST:                       By: ___________________________           
 Name:
  Title:
_________________________                                               
Secretary                                                     
                [NAME OF SUBSIDIARY]

                   By: ___________________________
 Name:
  Title:

                   By: ___________________________
       [Executive]

10-Q
16th “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 16th
                                        APPENDIX A

COMPENSATION AND BENEFIT PLANS              

1.  Tandy Corporation Officers Deferred Compensation Plan               

2.  Tandy Employees Deferred Salary and Investment Plan                 

3.  Tandy Employees Stock Ownership Plan                                

4.  Salary Continuation Plan for Executive Employees of Tandy           
Corporation and Subsidiaries                                  

5.  Tandy Corporation Stock Purchase Program                            

6.  Tandy Employees Supplemental Stock Program                          

7.  Tandy Corporation 1985 Stock Option Plan                            

8.  Post Retirement Death Benefit Plan for Executive                    
Employees of Tandy Corporation and Subsidiaries                 

9.  Tandy Corporation 1993 Incentive Stock Plan                         

10-Q
17th “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 17th
                                       EXHIBIT 10n
TANDY CORPORATION                   
TERMINATION PROTECTION PLAN                   
---------------------------                   

"LEVEL I"                   

WHEREAS, the "Board" of the "Company" (as those terms are               
hereinafter defined) recognizes that the possibility of a               
future "Change in Control" (as hereinafter defined) exists              
and that the threat or occurrence of a Change in Control                
could result in significant distractions to its employees               
because of the uncertainties inherent in such a situation;              
and                                                                     

WHEREAS, the Board has determined that it is essential and in           
the best interest of the Company, its stockholders and the              
Employer to retain the services of certain of its employees             
in the event of a threat or the occurrence of a Change in               
Control of the Company and to ensure their continued                    
dedication and efforts in such event without undue concern              
for their employment and personal financial security.                   

NOW, THEREFORE, in order to fulfill these purposes, the                 
following is hereby adopted.                                            

ARTICLE I                   

ESTABLISHMENT OF PLAN                   
---------------------                   

1.0  As of the Effective Date, the Company hereby establishes           
the Tandy Corporation Termination Protection Plan Level I               
(the "Plan") as set forth in this document.                             

ARTICLE II                  
DEFINITIONS                   
-----------                   

As used herein the following words and phrases shall have the           
following respective meanings for purposes of the Plan unless           
the context clearly indicates otherwise.                                

2.1 Accrued Compensation.  "Accrued Compensation" shall mean            
--------------------                                            
an amount which shall include all amounts earned or accrued             
through the "Termination Date" (as hereinafter defined) but             
not paid as of the Termination Date including (i) base                  
salary, (ii) reimbursement for reasonable and necessary                 
expenses incurred by the "Participant" (as hereinafter                  
defined) on behalf of the Employer during the period ending             
on the Termination Date, (iii) vacation pay as required by              
law, and (iv) bonuses and incentive compensation (other than            
the "Pro Rata Bonus" (as hereinafter defined)).                         

2.2 Base Amount.  "Base Amount" shall mean the greater of the           
-----------                                                     
Participant's annual base salary (a) at the rate in effect on           
the Termination Date or (b) at the highest rate in effect at            
any time during the ninety (90) day period prior to the                 
Change in Control, and shall include all amounts of the                 
Participant's base salary that are deferred under the                   
Employer's qualified and non-qualified employee benefit                 
plans.                                                                  

2.3  Board.  "Board" shall mean the Board of Directors of the           
-----                                                         
Company.                                                                

2.4  Bonus Amount.  "Bonus Amount" shall mean the highest               
------------                                                  
annual bonus paid or payable to the Participant for any                 
fiscal year in respect of the three (3) full fiscal years               
ended prior to the Change in Control.                                   

2.5  Cause.  The Participant's Employer may terminate the               
-----                                                         
Participant's employment for "Cause" if the Participant (a)             
has been convicted of a felony, (b) failed substantially to             
perform his or her reasonably assigned duties with his or her           
Employer (other than a failure resulting from his or her                
incapacity due to physical or mental illness), or (c) has               
intentionally engaged in conduct which is demonstrably and              
materially injurious to the Company and/or Employer.  No act,           
or failure to act, on the Participant's part, shall be                  
considered "intentional" unless the Participant has acted, or           
failed to act, with a lack of good faith and with a lack of             
reasonable belief that the Participant's action or failure to           
act was in the best interest of the Company and/or Employer.            

2.6  Change in Control.  "Change in Control" shall mean the             
-----------------                                             
occurrence during the "Term" (as hereinafter defined) of any            
of the following events:                                                

(a) An acquisition (other than directly from the            
Company) of any voting securities of the Company (the "Voting           
Securities") by any "Person" (as the term person is used for            
purposes of Section 13(d) or 14(d) of the Securities Exchange           
Act of 1934, as amended (the "1934 Act")) immediately after             
which such Person has "Beneficial Ownership" (within the                
meaning of Rule 13d-3 promulgated under the 1934 Act) of                
fifteen percent (15%) or more of the combined voting power of           
the Company's then outstanding Voting Securities; provided,             
                                    --------
however, in determining whether a Change in Control has                 
-------                                                                 
occurred, Voting Securities which are acquired in a                     
"Non-Control Acquisition" (as hereinafter defined) shall not            
constitute an acquisition which would cause a Change in                 
Control.  A "Non-Control Acquisition" shall mean an                     
acquisition by (1) an employee benefit plan (or a trust                 
forming a part thereof) maintained by (a) the Company or (b)            
any corporation or other Person of which a majority of its              
voting power or its equity securities or equity interest is             
owned directly or indirectly by the Company (a "Company                 
Subsidiary"), (2) the Company or any Company Subsidiary, or             
(3) any Person in connection with a "Non-Control Transaction"           
(as hereinafter defined).                                               

(b) The individuals who, as of August 22, 1990, are         
members of the Board (the "Incumbent Board"), cease for any             
reason to constitute at least two-thirds of the Board;                  
provided, however, that if the election, or nomination for              
-----------------                                                       
election by the Company's stockholders, of any new director             
was approved by a vote of at least two-thirds of the                    
Incumbent Board, such new director shall, for purposes of the           
Program, be considered as a member of the Incumbent Board;              
provided further, however, that no individual shall be                  
-------------------------                                               
considered a member of the Incumbent Board if such individual           
initially assumed office as a result of either an actual or             
threatened "Election Contest" (as described in Rule 14a-11              
promulgated under the 1934 Act) or other actual or threatened           
solicitation of proxies or consents by or on behalf of a                
Person other than the Board (a "Proxy Contest") including by            
reason of any agreement intended to avoid or settle any                 
Election Contest or Proxy Contest; or                                   

(c) Approval by stockholders of the Company of:             

(1) A merger, consolidation or reorganization       
involving the Company, unless                                           

(i) the stockholders of the Company, immediately    
before such merger, consolidation or reorganization, own,               
directly or indirectly immediately following such merger,               
consolidation or reorganization, at least sixty percent (60%)           
of the combined voting power of the outstanding voting                  
securities of the corporation resulting from such merger or             
consolidation or reorganization (the "Surviving Corporation")           
in substantially the same proportion as their ownership of              
the Voting Securities immediately before such merger,                   
consolidation or reorganization,                                        

(ii) the individuals who were members of the        
Incumbent Board immediately prior to the execution of the               
agreement providing for such merger, consolidation or                   
reorganization constitute at least two-thirds of the members            
of the board of directors of the Surviving Corporation,                 

(iii) no Person (other than the Company and its     
Company Subsidiaries, any employee benefit plan (or any trust           
forming a part thereof) maintained by the Company, the                  
Surviving Corporation or any Company Subsidiary, or any                 
Person who, immediately prior to such merger, consolidation             
or reorganization had Beneficial Ownership of fifteen percent           
(15%) or more of the then outstanding Voting Securities) has            
Beneficial Ownership of fifteen percent (15%) or more of the            
combined voting power of the Surviving Corporation's then               
outstanding voting securities, and                                      

(iv) a transaction described in clauses (i) through 
(iii) shall herein be referred to as a "Non-Control                     
Transaction";                                                           

(2) A complete liquidation or dissolution of the    
Company; or                                                             

(3) An agreement for the sale or other disposition  
of all or substantially all of the assets of the Company to             
any Person (other than a transfer to a Company Subsidiary).             

Notwithstanding the foregoing, a Change in Control shall not            
be deemed to occur solely because any Person (the "Subject              
Person") acquired Beneficial Ownership of more than the                 
permitted amount of the outstanding Voting Securities as a              
result of the acquisition of Voting Securities by the Company           
which, by reducing the number of Voting Securities                      
outstanding, increases the proportional number of shares                
Beneficially Owned by the Subject Person, provided that if a            
Change in Control would occur (but for the operation of this            
sentence) as a result of the acquisition of Voting Securities           
by the Company, and after such share acquisition by the                 
Company, the Subject Person becomes the Beneficial Owner of             
any additional Voting Securities which increases the                    
percentage of the then outstanding Voting Securities                    
Beneficially Owned by the Subject Person, then a Change in              
Control shall occur.                                                    

(d) Notwithstanding anything contained in the Plan to       
the contrary, if the Participant's employment is terminated             
during the Term but within one (1) year prior to a Change in            
Control and the Participant reasonably demonstrates that such           
termination (i) was at the request of a third party who has             
indicated an intention or taken steps reasonably calculated             
to effect a Change in Control and who effectuates a Change in           
Control (a "Third Party") or (ii) otherwise occurred in                 
connection with, or in anticipation of, a Change in Control             
which actually occurs, then for all purposes of the Plan, the           
date of a Change in Control with respect to the Participant             
shall mean the date immediately prior to the date of such               
termination of the Participant's employment.                            

2.7  Company.  "Company" shall mean Tandy Corporation and               
-------                                                       
shall include its "Successors and Assigns" (as hereinafter              
defined).                                                               

2.8  Disability.  "Disability" shall mean a physical or                 
----------                                                    
mental infirmity which impairs the Participant's ability to             
substantially perform his or her duties with his or her                 
Employer for a period of one hundred eighty (180) consecutive           
days and the Participant has not returned to his or her full            
time employment prior to the Termination Date as stated in              
the "Notice of Termination" (as hereinafter defined).                   

2.9  Effective Date.  "Effective Date" shall be August 22,              
--------------                                                
1990.                                                                   

2.10  Eligible Employee.  "Eligible Employee" shall mean                
-----------------                                           
those employees whose names are listed on Schedule A attached           
hereto.                                                                 

2.11  Employer.  "Employer" shall mean the Company or its               
--------                                                    
divisions or its "Subsidiaries" (as hereinafter defined) with           
whom the Eligible Employee is employed.                                 

2.12  (a) Good Reason.  "Good Reason" shall mean the                    
-----------                                         
occurrence after a Change in Control of any of the events or            
conditions described in Subsections (i) through (iv) hereof:            

(i)  a reduction in the rate of the Participant's   
base salary below the Base Amount or any failure to pay the             
Participant any compensation or benefits to which he or she             
is entitled within fifteen (15) days of the date notice of              
such failure to pay is given to the Employer and, in the case           
of any annual bonus, within forty-five (45) days following              
the end of the fiscal year to which such bonus relates;                 

(ii)  the Employer's requiring him or her to be     
based at any place outside a 20-mile radius from his or her             
place of employment on the day prior to the Change in                   
Control, except for reasonably required travel on the                   
Employer's business which is not materially greater than such           
travel requirements prior to the Change in Control;                     

(iii)  the failure by the Employer to (A) continue  
in effect (without reduction in benefit levels, reward                  
opportunities and/or bonus potential for comparable                     
performance) any material compensation or benefit plan in               
which the Participant was participating at any time within              
ninety (90) days preceding the Change in Control or at any              
time thereafter including but not limited to, the plans                 
listed on Schedule B, unless such plan is replaced with a               
plan that provides substantially equivalent compensation or             
benefits to the Participant, or (B) provide the Participant             
with compensation and benefits, in the aggregate at least               
equal (in terms of benefit levels and/or reward                         
opportunities) to those provided for under each other                   
employee benefit plan, program and practice in which the                
Participant was participating at any time within ninety                 
(90)days preceding the Change in Control or at any time                 
thereafter; and                                                         

(iv)  the failure of the Company and/or the         
Employer to obtain an agreement from any Successor or Assign            
of the Company, to assume and agree to perform the Plan, as             
contemplated in Section 7.1 hereof.                                     

(b) Any event or condition described in this Section        
2.12(a)(i) through (iv) which occurs during the Term but                
within one (1) year prior to a Change in Control but which              
the Participant reasonably demonstrates (i) was at the                  
request of a Third Party or (ii) otherwise arose in                     
connection with or in anticipation of a Change in Control               
which actually occurs, shall constitute Good Reason for                 
purposes of the Plan notwithstanding that it occurred prior             
to the Change in Control.                                               

2.13  Notice of Termination.  Following a Change in Control,            
---------------------                                       
"Notice of Termination" shall mean a notice of termination of           
the Participant's employment from the Employer which                    
indicates the specific termination provision in the Plan                
relied upon and shall set forth in reasonable detail the                
facts and circumstances claimed to provide a basis for                  
termination of the Participant's employment under the                   
provision so indicated.                                                 

2.14  Participant.  "Participant" shall mean an Eligible                
-----------                                                 
Employee who satisfies the requirements of Section 3.1 and              
who has not ceased to be a Participant pursuant to Section              
3.2.                                                                    

2.15  Pro-Rata Bonus.  "Pro-Rata Bonus" shall mean the Bonus            
--------------                                              
Amount multiplied by a fraction, the numerator of which is              
the number of days in the Company's fiscal year through and             
including the Participant's Termination Date and the                    
denominator of which is 365.                                            

2.16  Subsidiary or Subsidiaries.  "Subsidiary" or                      
--------------------------                                  
"Subsidiaries" shall mean any corporation in which the                  
Company owns, directly or indirectly, 50% or more of the                
total voting power of the corporation's outstanding voting              
securities and any other corporation designated by the Board            
as a Subsidiary.                                                        

2.17  Successors and Assigns.  "Successors and Assigns" as              
----------------------                                      
used herein shall mean a corporation or other entity                    
acquiring all or substantially all the assets and business of           
the Company (including the Plan) whether by operation of law            
or otherwise.                                                           

2.18  Term.  "Term" shall mean the period of time the Plan              
----                                                        
remains effective as provided in Section 8.1.                           

2.19  Termination Date.  "Termination Date" shall mean in the           
----------------                                            
case of the Participant's death, his or her date of death, in           
the case of Good Reason, his or her last day of employment              
and in all other cases, the date specified in the Notice of             
Termination; provided, however, if the Participant's                    
-----------------                             
employment is terminated by the Employer for Cause or due to            
Disability, the date specified in the Notice of Termination             
shall be at least 30 days from the date the Notice of                   
Termination is given to the Participant; provided, further,             
                           -----------------
however, that in the case of Disability the Participant                 
-------                                                                 
shall not have returned to the full-time performance of his             
or her duties during such period of at least 30 days.                   

ARTICLE III                               

ELIGIBILITY                               
-----------                               

3.1  Participation.  Each employee shall become a Participant           
-------------                                                 
in the Plan immediately upon becoming an Eligible Employee.             

3.2  Duration of Participation.  A Participant shall cease to           
-------------------------                                     
be a Participant in the Plan if he or she ceases to be an               
Eligible Employee of the Employer at any time prior to a                
Change in Control.  A Participant entitled to receive any               
amounts set forth in this Plan shall remain a Participant in            
the Plan until all amounts he or she is entitled to have been           
paid to him or her.                                                     

ARTICLE IV              

TERMINATION BENEFITS            
--------------------            

4.1  Payment of Accrued Compensation.  In the event that a              
-------------------------------                               
Participant's employment with his or her Employer is                    
terminated following a Change in Control during the Term (a)            
by reason of the Participant's death, (b) by his or her                 
Employer for Cause or Disability, or (c) by the Participant             
without Good Reason, the Executive shall be entitled to                 
receive and the Company shall pay, his or her Accrued                   
Compensation and, if such termination is other than by his or           
her Employer for Cause, a Pro Rata Bonus.                               

4.2  Payment in Event of Certain Terminations of Employment.            
------------------------------------------------------        
In the event that a Participant's employment with his or her            
Employer is terminated following a Change in Control during             
the Term by the Participant or by his or her Employer for any           
reason other than as specified in Section 4.1, the                      
Participant shall be entitled to receive under the Plan:                

(a) a cash payment equal to the sum of:                     

(i) his or her Accrued Compensation and Pro Rata    
Bonus,                                                                  

(ii) his or her Base Amount, and                    

(iii) his or her Bonus Amount;                      

(b) for a period of twelve (12) months beginning on the     
Participant's Termination Date (the "Continuation Period"),             
the Company shall at its expense continue on behalf of the              
Participant and his or her dependents and beneficiaries the             
fringe benefits (excluding those benefit plans numbered 1               
through 11 inclusive on Schedule B but including an                     
Employer-provided automobile or automobile allowance and the            
related expenses of public liability insurance, collision               
coverage, repairs and maintenance) and life insurance,                  
disability, medical, dental and hospitalization benefits                
provided (i) to the Participant any time during the 90-day              
period prior to the Change in Control or at any time                    
thereafter or (ii) to other similarly situated employees who            
continue in the employ of the Company and/or the Employer               
during the Continuation Period; provided, however, that with            
--------
respect to any Participant who was entitled to the use of an            
automobile provided by his or her Employer within the ninety            
(90) day period prior to a Change in Control or at anytime              
thereafter, he or she shall be paid a cash payment equal to             
the value to him or her for the Continuation Period of the              
Employer-provided automobile.   The coverage and benefits               
(including deductibles, costs and contributions by the                  
Participant, if any) provided in this Section 4.2(b) during             
the Continuation Period shall be no less favorable to the               
Participant and his or her dependents and beneficiaries than            
the most favorable of such coverages and benefits during any            
of the periods referred to in clauses (i) and (ii) above.               
The obligation hereunder with respect to the foregoing                  
benefits (except for the automobile or automobile allowance)            
shall be limited if the Participant obtains any such benefits           
pursuant to a subsequent employer's benefit plans, in which             
case the Employer (or the Company, as the case may be) may              
reduce the coverage of any benefits it is required to provide           
the Participant hereunder as long as the aggregate coverages            
and benefits of the combined benefit plans is no less                   
favorable to the Participant than the coverages and benefits            
required to be provided hereunder.  This Subsection (b) shall           
not be interpreted so as to limit any benefits to which the             
Participant, his or her dependents or beneficiaries may be              
entitled under any of the Company's or the Employer's                   
employee benefit plans, programs or practices following his             
or her termination of employment, including without                     
limitation, retiree medical and life insurance benefits;                

(c) the Company shall pay in a single payment an amount     
equal to eighty percent (80%) of the maximum amount the                 
Participant could have contributed under the Deferred Salary            
and Investment Plan, Stock Purchase Program and Supplemental            
Stock Program as in effect on the date immediately prior to             
the Change in Control during the Continuation Period had he             
or she continued in employment with the Employer during the             
restructure period at the greater of his or her annualized              
gross salary and wages as in effect immediately prior to the            
Change in Control or at any time thereafter; and                        

(d) The amounts provided for in Sections 4.1, 4.2(a),       
4.2(b) (only as to the automobile allowance and the related             
expenses of public liability insurance, collision coverage,             
repairs and maintenance) and 4.2(c) shall be paid in a single           
lump sum cash payment within five (5) days after the                    
Participant's Termination Date (or earlier, if required by              
applicable law).                                                        

4.3  Mitigation.  The Participant shall not be required to              
----------                                                    
mitigate the amount of any payment provided for in the Plan             
by seeking other employment or otherwise and no such payment            
shall be offset or reduced by the amount of any compensation            
or benefits provided to the Participant in any subsequent               
employment.                                                             

4.4  Termination Pay.  The payments and benefits provided for           
---------------                                               
in Section 4.2(a)(ii) and (iii) shall reduce the amount of              
any cash severance or termination pay payable to the                    
Participant under any other Employer severance or termination           
plan, program, policy or practice.                                      

4.5  Other Benefits.  The Participant's entitlement to any              
--------------                                                
other compensation or benefits (other than the Pro Rata                 
Bonus) shall be determined in accordance with the Employer's            
employee benefit plans (including, the plans listed on                  
Schedule B) and other applicable programs, policies and                 
practices then in effect.                                               

ARTICLE V               

TERMINATION OF EMPLOYMENT               
-------------------------               

5.1  Notice of Termination Required.  Following a Change in             
------------------------------                                
Control, any purported termination of the Participant's                 
employment by the Employer shall be communicated by Notice of           
Termination to the Participant.  For purposes of the Plan, no           
such purported termination shall be effective without such              
Notice of Termination.                                                  

ARTICLE VI              

LIMITATION ON PAYMENTS BY THE COMPANY             
-------------------------------------             

6.1  Excise Tax Limitation.                                             
---------------------                                         

(a) Notwithstanding anything contained in the Plan to       
the contrary, to the extent that the payments and benefits              
provided under the Plan and benefits provided to, or for the            
benefit of, the Participant under any other Employer plan or            
agreement (such payments or benefits are collectively                   
referred to as the "Payments") would be subject to the excise           
tax (the "Excise Tax") imposed under Section 4999 of the                
Internal Revenue Code of 1986, as amended (the "Code"), the             
Payments shall be reduced (but not below zero) if and to the            
extent that a reduction in the Payments would result in the             
Participant retaining a larger amount, on an after-tax basis            
(taking into account federal, state and local income taxes              
and the Excise Tax), than if the Participant received all of            
the Payments (such reduced amount is hereinafter referred to            
as the "Limited Payment Amount").  Unless the Participant               
shall have given prior written notice specifying a different            
order to the Company to effectuate the Limited Payment                  
Amount, the Company shall reduce or eliminate the Payments,             
by first reducing or eliminating those payments or benefits             
which are not payable in cash and then by reducing or                   
eliminating cash payments, in each case in reverse order                
beginning with payments or benefits which are to be paid the            
farthest in time from the "Determination" (as hereinafter               
defined).  Any notice given by the Participant pursuant to              
the preceding sentence shall take precedence over the                   
provisions of any other plan, arrangement or agreement                  
governing the Participant's rights and entitlements to any              
benefits or compensation.                                               

(b) An initial determination as to whether the Payments     
shall be reduced to the Limited Payment Amount pursuant to              
the Plan and the amount of such Limited Payment Amount shall            
be made by an accounting firm at the Company's expense                  
selected by the Company which is designated as one of the               
five (5) largest accounting firms in the United States (the             
"Accounting Firm").  The Accounting Firm shall provide its              
determination (the "Determination"), together with detailed             
supporting calculations and documentation to the Company and            
the Participant within five (5) days of the Termination Date            
if applicable, or such other time as requested by the Company           
or by the Participant (provided the Participant reasonably              
believes that any of the Payments may be subject to the                 
Excise Tax) and if the Accounting Firm determines that no               
Excise Tax is payable by the Participant with respect to a              
Payment or Payments, it shall furnish the Participant with an           
opinion reasonably acceptable to the Participant that no                
Excise Tax will be imposed with respect to any such Payment             
or Payments.  Within ten (10) days of the delivery of the               
Determination to the Participant, the Participant shall have            
the right to dispute the Determination (the "Dispute").  If             
there is no Dispute, the Determination shall be binding,                
final and conclusive upon the Company and the Participant               
subject to the application of Paragraph 6.1(c) below.                   

(c) As a result of the uncertainty in the application   
of Sections 4999 and 280G of the Code, it is possible that              
the Payments to be made to, or provided for the benefit of,             
the Participant either have been made or will not be made by            
the Company which, in either case, will be inconsistent with            
the limitations provided in Section 6(a) (hereinafter                   
referred to as an"Excess Payment" or "Underpayment",                    
respectively).  If it is established pursuant to a final                
determination of a court or an Internal Revenue Service(the             
"IRS") proceeding which has been finally and conclusively               
resolved, that an Excess Payment has been made, such Excess             
Payment shall be deemed for all purposes to be a loan to the            
Participant made on the date the Participant received the               
Excess Payment and the Participant shall repay the Excess               
Payment to the Company on demand (but not less than ten (10)            
days after written notice is received by the Participant)               
together with interest on the Excess Payment at the                     
"Applicable Federal Rate" (as defined in Section 1274(d) of             
the Code)from the date of the Participant's receipt of such             
Excess Payment until the date of such repayment.  In the                
event that it is determined by (i) the Accounting Firm, the             
Company (which shall include the position taken by the                  
Company, or together with its consolidated group, on its                
federal income tax return) or the IRS, (ii) pursuant to a               
determination by a court, or (iii) upon the resolution to the           
Participant's satisfaction of the Dispute, that an                      
Underpayment has occurred, the Company shall pay an amount              
equal to the Underpayment to the Participant within ten (10)            
days of such determination or resolution together with                  
interest on such amount at the Applicable Federal Rate from             
the date such amount would have been paid to the Participant            
until the date of payment.                                              

ARTICLE VII             

SUCCESSORS AND ASSIGNS            
----------------------            

7.1 Successors and Assigns.                                             
----------------------                                          

(a) The Plan shall be binding upon and shall inure to       
the benefit of the Company and the Employer.  The Company and           
the Employer shall require any Successor or Assign to                   
expressly assume and agree to perform the Plan in the same              
manner and to the same extent that the Company and/or the               
Employer would be required to perform it if no such                     
succession or assignment had taken place.                               

(b) Neither the Plan nor any right or interest              
hereunder shall be assignable or transferable by the                    
Participant, his or her beneficiaries or legal                          
representatives, except by will or by the laws of descent and           
distribution; provided, however, that the Plan shall inure to           
the benefit of and be enforceable by the Participant's legal            
personal representative.                                                

7.2  Sale of Business or Assets.   Notwithstanding anything             
--------------------------                                    
contained in the Plan to the contrary, if a Participant's               
employment with his or her Employer is terminated in                    
connection with the sale, divestiture or other disposition of           
any Subsidiary or division of the Company (or part thereof)             
such termination shall not be a termination of employment of            
the Participant for purposes of the Plan and the Participant            
shall not be entitled to benefits from the Company under the            
Plan as a result of such sale, divestiture, or other                    
disposition, or as a result of any subsequent termination of            
employment, provided that (a) the Participant is offered                
employment by the purchaser or acquiror of such Subsidiary or           
division (or part thereof) and (b) the Company obtains an               
agreement from such purchaser or acquiror to perform the                
Company's and/or Employer's obligations under the Plan, in              
the same manner, and to the same extent that the Company                
and/or the Employer would be required to perform if no such             
purchase or acquisition had taken place.  In such                       
circumstances, the purchaser or acquiror shall be solely                
responsible for providing any benefits payable under the Plan           
to any such Participant.                                                

ARTICLE VIII            

TERM, AMENDMENT AND PLAN TERMINATION            
------------------------------------            

8.1  Term.  The Plan shall continue in effect for a period of           
----                                                          
two (2) years commencing on the Effective Date and shall be             
automatically extended for one (1) year on the first                    
anniversary of the Effective Date and on each anniversary of            
the Effective Date thereafter unless the Company shall have             
delivered a written notice to each Participant at least                 
ninety (90) days prior to any extension that the Plan shall             
not be so extended; provided, however, that if a Change in              
-----------------               
Control occurs while the Plan is in effect, the Plan shall              
not end prior to the expiration of two (2) years following              
the Change in Control.                                                  

8.2  Amendment and Termination.  Subject to Section 8.1, the            
-------------------------                                     
Plan may be terminated or amended in any respect by                     
resolution adopted by two-thirds (2/3) of the members of the            
Incumbent Board and Schedule A may be amended to (x) add                
Eligible Employees at any time (y) prior to a Change in                 
Control, to eliminate any Eligible Employee by reason of his            
or her demotion in position by any duly authorized officer of           
the Company; provided, however,that no such amendment or                
-----------------                             
termination of the Plan or Schedule A during the Term may be            
made (a) if such amendment or termination would adversely               
affect any right of an Eligible Employee who became an                  
Eligible Employee (except as provided in clause (y) above)              
prior to the later of (i) the date of adoption of any such              
amendment or termination, or (ii) the effective date of any             
such amendment or termination, (b) at the request of a Third            
Party, or (c)otherwise in connection with, or in anticipation           
of, a Change in Control; and provided, further, however, that           
   -----------------
the Plan no longer shall be subject to amendment, change,               
substitution, deletion, revocation or termination in any                
respect whatsoever following a Change in Control. 8.3 Form of           
Amendment.  The form of any amendment or termination of the             
Plan shall be a written instrument signed by a duly                     
authorized officer or officers of the Company, certifying               
that the amendment or termination has been approved by the              
Board in accordance with Section 8.2.                                   

ARTICLE IX              

MISCELLANEOUS             
-------------             

9.1  Contractual Right.  Upon and after a Change in Control,            
-----------------                                             
each Participant shall have a fully vested, nonforfeitable              
contractual right, enforceable against the Company, to the              
benefits provided for under Sections 4.1, 4.2 and 4.3 of the            
Plan upon satisfaction of the applicable conditions specified           
in those Sections.                                                      

9.2  Employment Status.  Prior to a Change in Control, each             
-----------------                                             
Eligible Employee shall continue in his or her status as an             
employee-at-will and the Plan does not constitute a contract            
of employment or impose on the Employer any obligation to (a)           
retain the Participant, (b) make any payments upon                      
termination of employment, (c) change the status of the                 
Participant's employment or (d) change any employment                   
policies of the Employer.                                               

9.3  Notice.  For the purposes of the Plan, notices and all             
------                                                        
other communications provided for in the Plan (including the            
Notice of Termination) shall be in writing and shall be                 
deemed to have been duly given when personally delivered or             
sent by certified mail, return receipt requested, postage               
prepaid, addressed to the respective addresses last given by            
each party to the other, provided that all notices to the               
Company and/or the Employer shall be directed to the                    
attention of the Board with a copy to the Secretary of the              
Company.  All notices and communications shall be deemed to             
have been received on the date of delivery thereof or on the            
third business day after the mailing thereof, except that               
notice of change of address shall be effective only upon                
receipt.                                                                

9.4  Non-exclusivity of Rights.  Except as provided in                  
-------------------------                                     
Section 4.4, nothing in the Plan shall prevent or limit the             
Participant's continuing or future participation in any                 
benefit, bonus, incentive or other plan or program provided             
by the Company and/or the Employer for which the Participant            
may qualify, nor shall anything herein limit or reduce such             
rights as the Participant may have under any other agreements           
with the Company and/or the Employer.  Amounts which are                
vested benefits or which the Participant is otherwise                   
entitled to receive under any plan or program of the Company            
and/or the Employer shall be payable in accordance with such            
plan or program, except as explicitly modified by the Plan.             
No additional compensation provided under any benefit or                
compensation plans to the Participant shall be deemed to                
modify or otherwise affect the terms of the Plan or any of              
the Participant's entitlements hereunder.                               

9.5  Settlement of Claims.  The Company's obligation to make            
--------------------                                          
the payments provided for in the Plan and otherwise to                  
perform its obligations hereunder shall not be affected by              
any circumstances, including without limitation, any set-off,           
counterclaim, recoupment, defense or other right which the              
Company and/or Employer may have against the Participant or             
others.                                                                 

9.6  Trust.  All benefits under the Plan shall be paid by the           
-----                                                         
Company.  The Plan shall be unfunded and the benefits                   
hereunder shall be paid only from the general assets of the             
Company; provided, however, notwithstanding anything                    
-----------------                                     
contained in the Plan to the contrary, nothing herein shall             
prevent or prohibit the Company from establishing a trust or            
other arrangement for the purpose of providing for the                  
payment of the benefits payable under the Plan.                         

9.7  Waiver or Discharge.  No provision of the Plan may be              
-------------------                                           
waived or discharged unless such waiver or discharge is                 
agreed to in writing and signed by the Participant, the                 
Employer and the Company.  No waiver by either the Company,             
the Employer or any Participant at any time of any breach by            
either the Company, the Employer or any Participant of, or              
compliance with, any condition or provision of the Plan to be           
performed by such other party shall be deemed a waiver of               
similar or dissimilar provisions or conditions at the same or           
at any prior or subsequent time.                                        

9.8  Governing Law.  THE VALIDITY, INTERPRETATION,                      
-------------                                                 
CONSTRUCTION AND PERFORMANCE OF THE PLAN SHALL IN ALL                   
RESPECTS BE GOVERNED BY AND CONSTRUED AND ENFORCED IN                   
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING           
EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF; PROVIDED,             
HOWEVER, THAT IN ANY ACTION INVOLVING A PARTICIPANT, THE                
COMPANY AND/OR THE EMPLOYER WITH RESPECT TO ANY CLAIM OR                
ASSERTION THAT THE PARTICIPANT'S EMPLOYMENT WAS PROPERLY                
TERMINATED FOR CAUSE, THE COMPANY AND/OR THE EMPLOYER HAS THE           
BURDEN OF PROVING THAT THE PARTICIPANT'S EMPLOYMENT WAS                 
PROPERLY TERMINATED FOR CAUSE.                                          

9.9  Validity and Severability.   The invalidity or                     
-------------------------                                     
unenforceability of any provision of the Plan shall not                 
affect the validity or enforceability of any other provision            
of the Plan, which shall remain in full force and effect, and           
any prohibition or unenforceability in any jurisdiction shall           
not invalidate or render unenforceable such provision in any            
other jurisdiction.                                                     

9.10  Legal Fees.  Following a Change in Control, the Company           
----------                                                  
shall pay all legal fees and related expenses (including the            
costs of experts, evidence and counsel) incurred by the                 
Participant as they become due as a result of (a) the                   
Participant's termination of employment (including all such             
fees and expenses, if any, incurred in contesting or                    
disputing any such termination of employment), or (b) the               
Participant's seeking to obtain or enforce any right or                 
benefit provided by the Plan (including any such fees and               
expenses incurred in connection with the Dispute) or by any             
other plan or arrangement maintained by the Company and/or              
Employer under which the Participant is or may be entitled to           
receive benefits; provided however, that the circumstances              
----------------                    
set forth in clauses (a) and (b) (other than as a result of             
the Participant's termination of employment under                       
circumstances described in Section 2.6(d)) occurred on or               
after a Change in Control; provided, further, however, in the           
event a court finally determines that the claim by the                  
Participant for which legal fees were incurred and paid by              
the Company pursuant to this Section 9.10 was frivolous, the            
Company shall be reimbursed by the Participant for any legal            
fees paid under this Section 9.10 in respect of such                    
frivolous claim.                                                        

9.11  Forum.  Any suit brought by a Participant under the               
-----                                                       
Plan may be brought in the appropriate state or federal court           
for Tarrant County, Texas, or for the county wherein the                
Participant maintains his or her residence.  Any suit brought           
by the Company and/or Employer under the Plan may only be               
brought in the county wherein the Participant maintains his             
or her residence, unless the Participant consents to suit               
elsewhere.                                                              

10-Q
18th “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 18th
SCHEDULE A                  

[To come]                 

10-Q
19th “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 19th
SCHEDULE B                  

COMPENSATION AND BENEFIT PLANS                  
------------------------------                  

1.  Tandy Corporation Officers Deferred Compensation Plan               

2.  Tandy Employees Deferred Salary and Investment Plan                 

3.  Tandy Employees Stock Ownership Plan                                

4.  Salary Continuation Plan for Executive Employees of Tandy           
Corporation and Subsidiaries                                    

5.  Tandy Corporation Stock Purchase Program                            

6.  Tandy Employees Supplemental Stock Program                          

7.  Tandy Corporation 1985 Stock Option Plan                            

8.  Post Retirement Death Benefit Plan for Executive                    
Employees of Tandy Corporation and Subsidiaries                 

9.  Tandy Corporation 1993 Incentive Stock Plan                         

10.  Special Compensation Plan No. 1 for Tandy Corporation              
Executive Employees                                           

11.  Special Compensation Plan No. 2 for Tandy Corporation              
Executive Employees                                           

10-Q
20th “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 20th
TANDY CORPORATION           
TERMINATION PROTECTION PLAN           
---------------------------           

"LEVEL II"              

WHEREAS, the "Board" of the "Company" (as those terms are               
hereinafter defined) recognizes that the possibility of a               
future "Change in Control" (as hereinafter defined) exists              
and that the threat or occurrence of a Change in Control                
could result in significant distractions to its employees               
because of the uncertainties inherent in such a situation;              
and                                                                     

WHEREAS, the Board has determined that it is essential and in           
the best interest of the Company, its stockholders and the              
"Employer" (as hereinafter defined) to retain the services of           
certain of its employees in the event of a threat or the                
occurrence of a Change in Control and to ensure their                   
continued dedication and efforts in such event without undue            
concern for their employment and personal financial security.           

NOW, THEREFORE, in order to fulfill these purposes, the                 
following is hereby adopted.                                            

ARTICLE I               

ESTABLISHMENT OF PLAN               
---------------------               

1.0  As of the Effective Date, the Company hereby establishes           
the Tandy Corporation Termination Protection Plan Level II              
(the "Plan") as set forth in this document.                             

ARTICLE II              

DEFINITIONS               
-----------               

As used herein the following words and phrases shall have the           
following respective meanings for purposes of the Plan unless           
the context clearly indicates otherwise.                                

2.1  Accrued Compensation.  "Accrued Compensation" shall mean           
--------------------                                          
an amount which shall include all amounts earned or accrued             
through the "Termination Date" (as hereinafter defined) but             
not paid as of the Termination Date including (i) base                  
salary, (ii) reimbursement for reasonable and necessary                 
expenses incurred by the "Participant" (as hereinafter                  
defined) on behalf of the Employer during the period ending             
on the Termination Date, (iii) vacation pay as required by              
law, and (iv) bonuses and incentive compensation (other than            
the "Pro Rata Bonus" (as hereinafter defined)).                         

2.2  Base Amount.  "Base Amount" shall mean the greater of              
-----------                                                   
the Participant's annual base salary (a) at the rate in                 
effect on the Termination Date or (b) at the highest rate in            
effect at any time during the ninety (90) day period prior to           
the Change in Control, and shall include all amounts of the             
Participant's base salary that are deferred under the                   
Employer's qualified and non-qualified employee benefit                 
plans.                                                                  

2.3  Board.  "Board" shall mean the Board of Directors of the           
-----                                                         
Company.                                                                

2.4  Bonus Amount.  "Bonus Amount" shall mean the highest               
------------                                                  
annual bonus paid or payable to the Participant for any                 
fiscal year in respect of the three (3) full fiscal years               
ended prior to the Change in Control.                                   

2.5  Cause.  The Participant's Employer may terminate the               
-----                                                         
Participant's employment for "Cause" if the Participant (a)             
has been convicted of a felony, (b) failed substantially to             
perform his or her reasonably assigned duties with his or her           
Employer (other than a failure resulting from his or her                
incapacity due to physical or mental illness), or (c) has               
intentionally engaged in conduct which is demonstrably and              
materially injurious to the Company and/or Employer.  No act,           
or failure to act, on the Participant's part, shall be                  
considered "intentional" unless the Participant has acted, or           
failed to act, with a lack of good faith and with a lack of             
reasonable belief that the Participant's act or failure to              
act was in the best interest of the Company and/or Employer.            

2.6  Change in Control.  "Change in Control" shall mean                 
-----------------                                             
the occurrence during the "Term" (as hereinafter defined) of            
any of the following events:                                            

(a) An acquisition (other than directly from the            
Company) of any voting securities of the Company (the "Voting           
Securities") by any "Person" (as the term person is used for            
purposes of Section 13(d) or 14(d) of the Securities Exchange           
Act of 1934, as amended (the "1934 Act")) immediately after             
which such Person has "Beneficial Ownership" (within the                
meaning of Rule 13d-3 promulgated under the 1934 Act) of                
fifteen percent (15%) or more of the combined voting power of           
the Company's then outstanding Voting Securities; provided,             
                                    --------
however, in determining whether a Change in Control has                 
-------                                                                 
occurred, Voting Securities which are acquired in a                     
"Non-Control Acquisition" (as hereinafter defined) shall not            
constitute an acquisition which would cause a Change in                 
Control.  A "Non-Control Acquisition" shall mean an                     
acquisition by (1) an employee benefit plan (or a trust                 
forming a part thereof) maintained by (a) the Company or (b)            
any corporation or other Person of which a majority of its              
voting power or its equity securities or equity interest is             
owned directly or indirectly by the Company (a "Company                 
Subsidiary"), (2) the Company or any Company Subsidiary, or             
(3) any Person in connection with a "Non-Control Transaction"           
(as hereinafter defined).                                               

(b) The individuals who, as of August 22, 1990, are         
members of the Board (the "Incumbent Board"), cease for any             
reason to constitute at least two-thirds of the Board;                  
provided, however, that if the election, or nomination for              
election by the Company's stockholders, of any new director             
was approved by a vote of at least two-thirds of the                    
Incumbent Board, such new director shall, for purposes of the           
Program, be considered as a member of the Incumbent Board;              
provided further, however, that no individual shall be                  
-------------------------                                               
considered a member of the Incumbent Board if such individual           
initially assumed office as a result of either an actual or             
threatened "Election Contest" (as described in Rule 14a-11              
promulgated under the 1934 Act) or other actual or threatened           
solicitation of proxies or consents by or on behalf of a                
Person other than the Board (a "Proxy Contest") including by            
reason of any agreement intended to avoid or settle any                 
Election Contest or Proxy Contest; or                                   

(c) Approval by stockholders of the Company of:             

(1) A merger, consolidation or reorganization       
involving the Company, unless                                           

(i) the stockholders of the Company, immediately    
before such merger, consolidation or reorganization, own,               
directly or indirectly immediately following such merger,               
consolidation or reorganization, at least sixty percent (60%)           
of the combined voting power of the outstanding voting                  
securities of the corporation resulting from such merger or             
consolidation or reorganization (the "Surviving Corporation")           
in substantially the same proportion as their ownership of              
the Voting Securities immediately before such merger,                   
consolidation or reorganization,                                        

(ii) the individuals who were members of the        
Incumbent Board immediately prior to the execution of the               
agreement providing for such merger, consolidation or                   
reorganization constitute at least two-thirds of the members            
of the board of directors of the Surviving Corporation,                 

(iii) no Person (other than the Company and its     
Company Subsidiaries, any employee benefit plan (or any trust           
forming a part thereof) maintained by the Company, the                  
Surviving Corporation or any Company Subsidiary, or any                 
Person who, immediately prior to such merger, consolidation             
or reorganization had Beneficial Ownership of fifteen percent           
(15%) or more of the then outstanding Voting Securities) has            
Beneficial Ownership of fifteen percent (15%) or more of the            
combined voting power of the Surviving Corporation's then               
outstanding voting securities, and                                      

(iv) a transaction described in clauses (i) through 
(iii) shall herein be referred to as a "Non-ControlTransaction";        

(2) A complete liquidation or dissolution of the    
Company; or                                                             

(3) An agreement for the sale or other disposition  
of all or substantially all of the assets of the Company to             
any Person (other than a transfer to a Company Subsidiary).             

Notwithstanding the foregoing, a Change in Control shall not            
be deemed to occur solely because any Person (the "Subject              
Person") acquired Beneficial Ownership of more than the                 
permitted amount of the outstanding Voting Securities as a              
result of the acquisition of Voting Securities by the Company           
which, by reducing the number of Voting Securities                      
outstanding, increases the proportional number of shares                
Beneficially Owned by the Subject Person, provided that if a            
Change in Control would occur (but for the operation of this            
sentence) as a result of the acquisition of Voting Securities           
by the Company, and after such share acquisition by the                 
Company, the Subject Person becomes the Beneficial Owner of             
any additional Voting Securities which increases the                    
percentage of the then outstanding Voting Securities                    
Beneficially Owned by the Subject Person, then a Change in              
Control shall occur.                                                    

(d) Notwithstanding anything contained in the Plan  
to the contrary, if the Participant's employment is                     
terminated during the Term but within one (1) year prior to a           
Change in Control and the Participant reasonably demonstrates           
that such termination (i) was at the request of a third party           
who has indicated an intention or taken steps reasonably                
calculated to effect a Change in Control and who effectuates            
a Change in Control (a "Third Party") or (ii) otherwise                 
occurred in connection with, or in anticipation of, a Change            
in Control which actually occurs, then for all purposes of              
the Plan, the date of a Change in Control with respect to the           
Participant shall mean the date immediately prior to the date           
of such termination of the Participant's employment.                    

2.7  Company.  "Company" shall mean Tandy Corporation and               
-------                                                       
shall include its "Successors and Assigns" (as hereinafter              
defined).                                                               

2.8  Disability.  "Disability" shall mean a physical or                 
----------                                                    
mental infirmity which impairs the Participant's ability to             
substantially perform his or her duties with his or her                 
Employer for a period of one hundred eighty(180) consecutive            
days and the Participant has not returned to his or her full            
time employment prior to the Termination Date as stated in              
the "Notice of Termination" (as hereinafter defined).                   

2.9  Effective Date.  "Effective Date" shall be August 22,              
--------------                                                
1990.                                                                   

2.10  Eligible Employee.  "Eligible Employee" shall mean an             
-----------------                                           
individual employed by the Employer whose place of employment           
is located primarily in the United States in a regular                  
full-time salaried position whose annual compensation                   
(including salary and bonus) is at least $50,000 (other than            
those positions set forth on Schedule A) and any individual             
set forth on Schedule B.  For purposes of this Section 2.10,            
an employee's annual compensation shall be determined by his            
or her annualized rate of salary in effect immediately prior            
to a Change in Control and the bonus paid to the employee in            
respect of the fiscal year ended immediately prior to the               
Change in Control.  Notwithstanding the foregoing, those                
employees who are employed in the categories of positions set           
forth on Schedule A, any employee covered by a collective               
bargaining agreement, any employee who is a party to a                  
severance or termination protection agreement, or the                   
Termination Protection Plan Level I, shall not be an                    
"Eligible Employee" for purposes of the Plan.                           

2.11  Employer.  "Employer" shall mean the Company or its               
--------                                                    
divisions or its "Subsidiaries" (as hereinafter defined) with           
whom the Eligible Employee is employed.                                 

2.12  (a) Good Reason.  "Good Reason" shall mean the                    
-----------                                         
occurrence after a Change in Control of any of the events or            
conditions described in Subsections (i) through (iii) hereof:           

(i) a reduction in the rate of the Participant's    
base salary  below the Base Amount or any failure to pay the            
Participant any compensation or benefits to which he or she             
is entitled within fifteen (15) days of the date notice of              
such failure to pay is given to the Employer and, in the case           
of any annual bonus, within forty-five (45) days following              
the end of the fiscal year to which such bonus relates;                 

(ii) the failure by the Employer to (A) continue in 
effect (without reduction in benefit levels, reward                     
opportunities and/or bonus potential for comparable                     
performance) any material compensation or benefit plan in               
which the Participant was participating at any time within              
ninety (90) days preceding the Change in Control or at any              
time thereafter including but not limited to, the plans                 
listed on Schedule C, unless such plan is replaced with a               
plan that provides substantially equivalent compensation or             
benefits to the Participant, or (B) provide the Participant             
with compensation and benefits, in the aggregate at least               
equal (in terms of benefit levels and/or reward                         
opportunities) to those provided for under each other                   
employee benefit plan, program and practice in which the                
Participant was participating at any time within ninety (90)            
days preceding the Change in Control or at any time                     
thereafter; and                                                         

(iii) the failure of the Company and/or the         
Employer to obtain an   agreement from any Successor or                 
Assign of the Company, to assume   and agree to perform the             
Plan, as contemplated in Section 7.1 hereof.                            

(b) Any event or condition described in this Section        
2.12(a)(i)through (iii) which occurs during the Term but                
within one (1) year prior to a Change in Control but which              
the Participant reasonably demonstrates (i) was at the                  
request of a Third Party or (ii) otherwise arose in                     
connection with or in anticipation of a Change in Control               
which actually occurs, shall constitute Good Reason for                 
purposes of the Plan notwithstanding that it occurred prior             
to the Change in Control.                                               

2.13  Notice of Termination.  Following a Change in Control,            
---------------------                                       
"Notice of Termination" shall mean a notice of termination of           
the Participant's employment from the Employer which                    
indicates the specific termination provision in the Plan                
relied upon and shall set forth in reasonable detail the                
facts and circumstances claimed to provide a basis for                  
termination of the Participant's employment under the                   
provision so indicated.                                                 

2.14  Participant.  "Participant" shall mean an Eligible                
-----------                                                 
Employee who satisfies the requirements of Section 3.1 and              
who has not ceased to be a Participant pursuant to Section              
3.2.                                                                    

2.15  Pro-Rata Bonus.  "Pro-Rata Bonus" shall mean the Bonus            
--------------                                              
Amount multiplied by a fraction, the numerator of which is              
the number of days in the Company's fiscal year through and             
including the Participant's Termination Date and the                    
denominator of which is 365.                                            

2.16  Subsidiary or Subsidiaries.  "Subsidiary" or                      
--------------------------                                  
"Subsidiaries" shall mean any corporation in which the                  
Company owns, directly or indirectly, 50% or more of the                
total voting power of the corporation's outstanding voting              
securities and any other corporation designated by the Board            
as a Subsidiary.                                                        

2.17  Successors and Assigns.  "Successors and Assigns" as              
----------------------                                      
used herein shall mean a corporation or other entity                    
acquiring all or substantially all the assets and business of           
the Company (including the Plan) whether by operation of law            
or otherwise.                                                           

2.18  Term.  "Term" shall mean the period of time the Plan              
----                                                        
remains effective as provided in Section 8.1.                           

2.19   Termination Date.  "Termination Date" shall mean in              
----------------                                          
the case of the Participant's death, his or her date of                 
death, in the case of Good Reason,his or her last day of                
employment, and in all other cases, the date specified in the           
Notice of Termination; provided, however, if the Participant's          
-----------------         
employment is terminated by the Employer for Cause or due to            
Disability,the date specified in the Notice of Termination              
shall be at least 30 days from the date the Notice of                   
Termination is given to the Participant; provided,further,              

                           -----------------
however, that in the case of Disability the Participant shall           
-------                                                                 
not have returned to the full-time performance of his or her            
duties during such period of at least 30 days.                          

ARTICLE III             

ELIGIBILITY             
-----------             

3.1  Participation.  Each employee shall become a Participant           
-------------                                                 
in the Plan immediately upon becoming an Eligible Employee.             

3.2  Duration of Participation.  A Participant shall cease to           
-------------------------                                     
be a Participant in the Plan if he or she ceases to be an               
Eligible Employee of the Employer at any time prior to a                
Change in Control.  A Participant entitled to receive any               
amounts set forth in this Plan shall remain a Participant in            
the Plan until all amounts he or she is entitled to have been           
paid to him or her.                                                     

ARTICLE IV              

TERMINATION BENEFITS            
--------------------            
4.1  Payment of Accrued Compensation.   In the event that               
-------------------------------                               
a Participant's employment with his or her Employer is                  
terminated following a Change in Control during the Term (a)            
by reason of the Participant's death,(b) by his or her                  
Employer for Cause or Disability, or (c) by the Participant             
without Good Reason, the Executive shall be entitled to                 
receive and the Company shall pay, his or her Accrued                   
Compensation and if such termination is other than by his or            
her Employer for Cause, a Pro Rata Bonus.                               

4.2  Payment in Event of Certain Terminations of Employment.            
------------------------------------------------------        
In the event that a Participant's employment is terminated              
following a Change in Control during the Term by the                    
Participant or by his or her Employer for any reason other              
than as specified in Section 4.1, the Participant shall been            
titled to receive under the Plan:                                       

(a)   a cash payment equal to the sum of:                   

(i)   his or her Accrued Compensation and Pro Rata  
Bonus,                                                                  

(ii)   one-half of his or her Base Amount, and      

(iii)   one-half of his or her Bonus Amount;        

(b) for a period of six months following the                
Participant's Termination Date (the "Continuation Period"),             
the Company shall at its expense continue on behalf of the              
Participant and his or her dependents and beneficiaries the             
fringe benefits (excluding those benefit plans numbered 1               
through 11 inclusive on Schedule C but including an                     
Employer-provided automobile or automobile allowance and the            
related expenses of public liability insurance, collision               
coverage, repairs and maintenance) and life insurance,                  
disability, medical, dental and hospitalization benefits                
provided(i) to the Participant any time during the 90-day               
period prior to the Change in Control or at any time                    
thereafter or (ii) to other similarly situated employees who            
continue in the employ of the Company and/or the Employer               
during the Continuation Period; provided, however, that with            
         -----------------
respect to any Participant who was entitled to the use of an            
automobile provided by the Employer within the ninety (90)              
day period prior to a Change in Control or at anytime                   
thereafter, he or she shall be paid a cash payment equal to             
the value to him or her for the Continuation Period of the              
Employer-provided automobile.The coverage and benefits                  
(including deductibles, costs and contributions by the                  
Participant, if any) provided in this Section 4.2(b) during             
the Continuation Period shall be no less favorable to the               
Participant and his or her beneficiaries than the most                  
favorable of such coverages and benefits during any of the              
periods referred to in clauses (i) and (ii) above.  The                 
obligation hereunder with respect to the foregoing benefits             
(except for the automobile or automobile allowance) shall be            
limited if the Participant obtains any such benefits pursuant           
to a subsequent employer's benefit plans,in which case the              
Employer (or the Company, as the case may be) may reduce the            
coverage of any benefits it is required to provide the                  
Participant here under as long as the aggregate coverages and           
benefits of the combined benefit plans is no less favorable             
to the Participant than the coverages and benefits required             
to be provided hereunder.  This Subsection (b) shall not be             
interpreted so as to limit any benefits to which the                    
Participant, his or her dependents or beneficiaries may be              
entitled under any of the Employer's employee benefit plans,            
programs or practices following his or her termination of               
employment, including without limitation, retiree medical and           
life insurance benefits;                                                

(c) the Company shall pay in a single payment an amount     
equal to eighty percent (80%) of the maximum amount the                 
Participant could have contributed under the Deferred Salary            
and Investment Plan, Stock Purchase Program and Supplemental            
Stock Program as in effect on the date immediately prior to             
the Change in Control during the Continuation Period had he             
or she continued in employment with the Employer during the             
Continuation Period at the greater of his or her annualized             
gross salary and wages as in effect immediately prior to the            
Change in Control or at any time thereafter; and                        

(d) The amounts provided for in Sections 4.1, 4.2(a),       
4.2(b) (only as to the automobile allowance and the related             
expenses of public liability insurance, collision coverage,             
repairs and maintenance) and 4.2(c) shall be paid in a single           
lump sum cash payment within five (5) days after the                    
Participant's Termination Date (or earlier, if required by              
applicable law).                                                        

4.3  Mitigation.  The Participant shall not be required to              
----------                                                    
mitigate the amount of any payment provided for in the Plan             
by seeking other employment or otherwise and no such payment            
shall be offset or reduced by the amount of any compensation            
or benefits provided to the Participant in any subsequent               
employment.                                                             

4.4  Termination Pay.  The payments and benefits provided for           
---------------                                               
in Section 4.2(a)(ii) and (iii) shall reduce the amount of              
any cash severance or termination pay payable to the                    
Participant under any other Employer severance or termination           
plan, program, policy or practice.                                      
4.5  Other Benefits.  The Participant's entitlement to any              
--------------                                                
other compensation or benefits (other than the Pro Rata                 
Bonus) shall be determined in accordance with the Employer's            
employee benefit plans (including, the plans listed on                  
Schedule C) and other applicable programs, policies and                 
practices then in effect.                                               

ARTICLE V               

TERMINATION OF EMPLOYMENT             
-------------------------             

5.1  Notice of Termination Required.  Following a Change in             
------------------------------                                
Control, any purported termination of the Participant's                 
employment by the Employer shall be communicated by Notice of           
Termination to the Participant.  For purposes of the Plan, no           
such purported termination shall be effective without such              
Notice of Termination.                                                  

ARTICLE VI              

LIMITATION ON PAYMENTS BY THE COMPANY             
-------------------------------------             

6.1  Excise Tax Limitation.                                             
---------------------                                         

(a) Notwithstanding anything contained in the Plan to       
the contrary, to the extent that the payments and benefits              
provided under the Plan and benefits provided to, or for the            
benefit of, the Participant under any other Employer plan or            
agreement (such payments or benefits are collectively                   
referred to as the "Payments") would be subject to the excise           
tax (the "Excise Tax") imposed under Section 4999 of the                
Internal Revenue Code of 1986, as amended (the "Code"), the             
Payments shall be reduced (but not below zero) if and to the            
extent necessary so that no Payment to be made or benefit to            
be provided to the Participant shall be subject to the Excise           
Tax (such reduced amount is hereinafter referred to as the              
"Limited Payment Amount").  Unless the Participant shall have           
given prior written notice specifying a different order to              
the Company to effectuate the Limited Payment Amount, the               
Company shall reduce or eliminate the Payments, by first                
reducing or eliminating those payments or benefits which are            
not payable in cash and then by reducing or eliminating cash            
payments, in each case in reverse order beginning with                  
payments or benefits which are to be paid the farthest in               
time from the Determination (as hereinafter defined).  Any              
notice given by the Participant pursuant to the preceding               
sentence shall take precedence over the provisions of any               
other plan, arrangement or agreement governing the                      
Participant's rights and entitlements to any benefits or                
compensation.                                                           

(b) An initial determination as to whether the Payments     
shall be reduced to the Limited Payment Amount pursuant to              
the Plan and the amount of such Limited Payment Amount shall            
be made by an accounting firm at the Company's expense                  
selected by the Company which is designated as one of the               
five largest accounting firms in the United States (the                 
"Accounting Firm").  The Accounting Firm shall provide its              
determination (the "Determination"), together with detailed             
supporting calculations and documentation to the Company and            
the Participant within five (5) days of the Termination Date            
if applicable, or such other time as requested by the Company           
or by the Participant (provided the Participant reasonably              
believes that any of the Payments may be subject to the                 
Excise Tax) and if the Accounting Firm determines that no               
Excise Tax is payable by the Participant with respect to a              
Payment or Payments, it shall furnish the Participant with an           
opinion reasonably acceptable to the Participant that no                
Excise Tax will be imposed with respect to any such Payment             
or Payments.  Within ten (10) days of the delivery of the               
Determination to the Participant, the Participant shall have            
the right to dispute the Determination (the "Dispute").  If             
there is no Dispute, the Determination shall be binding,                
final and conclusive upon the Company and the Participant               
subject to the application of Paragraph 6.1(c) below.                   

(c) As a result of the uncertainty in the application       
of Sections 4999 and 280G of the Code, it is possible that              
the Payments to be made to, or provided for the benefit of,             
the Participant either have been made or will not be made by            
the Company which, in either case, will be inconsistent with            
the limitations provided in Section 6(a) (hereinafter                   
referred to as an "Excess Payment" or "Underpayment",                   
respectively).  If it is established pursuant to a final                
determination of a court or an Internal Revenue Service (the            
"IRS") proceeding which has been finally and conclusively               
resolved, that an Excess Payment has been made, such Excess             
Payment shall be deemed for all purposes to be a loan to the            
Participant made on the date the Participant received the               
Excess Payment and the Participant shall repay the Excess               
Payment to the Company on demand (but not less than ten (10)            
days after written notice is received by the Participant)               
together with interest on the Excess Payment at the                     
"Applicable Federal Rate" (as defined in Section 1274(d) of             
the Code) from the date of the Participant's receipt of such            
Excess Payment until the date of such repayment.  In the                
event that it is determined by (i) the Accounting Firm, the             
Company (which shall include the position taken by the                  
Company, or together with its consolidated group, on its                
federal income tax return) or the IRS, (ii) pursuant to a               
determination by a court, or (iii) upon the resolution to the           
Participant's satisfaction of the Dispute, that an                      
Underpayment has occurred, the Company shall pay an amount              
equal to the Underpayment to the Participant within ten (10)            
days of such determination or resolution together with                  
interest on such amount at the Applicable Federal Rate from             
the date such amount would have been paid to the Participant            
until the date of payment.                                              

ARTICLE VII             

SUCCESSORS AND ASSIGNS            
----------------------            

7.1  Successors and Assigns.                                            
----------------------                                        

(a) The Plan shall be binding upon and shall inure to       
the benefit of the Company and the Employer.  The Company and           
the Employer shall require any Successor or Assign to                   
expressly assume and agree to perform the Plan in the same              
manner and to the same extent that the Company and/or the               
Employer would be required to perform it if no such                     
succession or assignment had taken place.                               

(b) Neither the Plan nor any right or interest              
hereunder shall be assignable or transferable by the                    
Participant, his or her beneficiaries or legal                          
representatives, except by will or by the laws of descent and           
distribution; provided, however, that the Plan shall inure to           
the benefit of and be enforceable by the Participant's legal            
personal representative.                                                

7.2  Sale of Business or Assets.  Notwithstanding anything              
--------------------------                                    
contained in the Plan to the contrary, if a Participant's               
employment with his or her Employer is terminated in                    
connection with the sale, divestiture or other disposition of           
any Subsidiary or division of the Company (or part thereof)             
such termination shall not be a termination of employment of            
the Participant for purposes of the Plan and the Participant            
shall not be entitled to benefits from the Company under the            
Plan as a result of such sale, divestiture, or other                    
disposition, or as a result of any subsequent termination of            
employment, provided that (a) the Participant is offered                
employment by the purchaser or acquiror of such Subsidiary or           
division (or part thereof) and (b) the Company obtains an               
agreement from such purchaser or acquiror to perform the                
Company's and/or the Employer's obligations under the Plan,             
in the same manner, and to the same extent that the Company             
and/or the Employer would be required to perform if no such             
purchase or acquisition had taken place.  In such                       
circumstances, the purchaser or acquiror shall be solely                
responsible for providing any benefits payable under the Plan           
to any such Participant.                                                

ARTICLE VIII            

TERM, AMENDMENT AND PLAN TERMINATION            
------------------------------------            

8.1  Term.  The Plan shall continue in effect for a period of           
----                                                          
two (2) years commencing on the Effective Date and shall be             
automatically extended for one (1) year on the first                    
anniversary of the Effective Date and on each anniversary of            
the Effective Date thereafter unless the Company shall have             
delivered a written notice to each Participant at least                 
ninety (90) days prior to any extension that the Plan shall             
not be so extended; provided, however, that if a Change in              
Control occurs while the Plan is in effect, the Plan shall              
not end prior to the expiration of two (2) years following              
the Change in Control.                                                  

8.2  Amendment and Termination.  Subject to Section 8.1, the            
-------------------------                                     
Plan may be terminated or amended in any respect by                     
resolution adopted by two-thirds (2/3) of the members of the            
Incumbent Board and Schedules A and B may be amended to add             
Eligible Employees at any time by any duly authorized officer           
of the Company; provided, however, that no such amendment or            
-----------------                       
termination of the Plan during the Term may be made (a) if              
such amendment or termination would adversely affect any                
right of an Eligible Employee who became an Eligible Employee           
prior to the later of (i) the date of adoption of any such              
amendment or termination, or (ii) the effective date of any             
such amendment or termination, (b) at the request of a Third            
Party, or (c) otherwise in connection with, or in                       
anticipation of, a Change in Control; and provided, further,            
                             -----------------
however, that the Plan no longer shall be subject to                    
-------                                                                 
amendment, change, substitution, deletion, revocation or                
termination in any respect whatsoever following a Change in             
Control.                                                                

8.3  Form of Amendment.  The form of any amendment or                   
-----------------                                             
termination of the Plan shall be a written instrument signed            
by a duly authorized officer or officers of the Company,                
certifying that the amendment or termination has been                   
approved by the Board in accordance with Section 8.2.                   

ARTICLE IX              

MISCELLANEOUS             
-------------             

9.1  Contractual Right.  Upon and after a Change in Control,            
-----------------                                             
each Participant shall have a fully vested, nonforfeitable              
contractual right, enforceable against the Company, to the              
benefits provided for under Sections 4.1, 4.2 and 4.3 of the            
Plan upon satisfaction of the applicable conditions specified           
in those Sections.                                                      

9.2  Employment Status.  Prior to a Change in Control, each             
-----------------                                             
Eligible Employee shall continue in his or her status as an             
employee-at-will and the Plan does not constitute a contract            
of employment or impose on the Employer any obligation to (a)           
retain the Participant, (b) make any payments upon                      
termination of employment, (c) change the status of the                 
Participant's employment or (d) change any employment                   
policies of the Employer.                                               

9.3  Notice.  For the purposes of the Plan, notices and all             
------                                                        
other communications provided for in the Plan (including the            
Notice of Termination) shall be in writing and shall be                 
deemed to have been duly given when personally delivered or             
sent by certified mail, return receipt requested, postage               
prepaid, addressed to the respective addresses last given by            
each party to the other, provided that all notices to the               
Company and/or the Employer shall be directed to the                    
attention of the Board with a copy to the Secretary of the              
Company.  All notices and communications shall be deemed to             
have been received on the date of delivery thereof or on the            
third business day after the mailing thereof, except that               
notice of change of address shall be effective only upon                
receipt.                                                                

9.4  Non-exclusivity of Rights.  Except as provided in                  
-------------------------                                     
Section 4.4, nothing in the Plan shall prevent or limit the             
Participant's continuing or future participation in any                 
benefit, bonus, incentive or other plan or program provided             
by the Company and/or the Employer for which the Participant            
may qualify, nor shall anything herein limit or reduce such             
rights as the Participant may have under any other agreements           
with the Company and/or the Employer.  Amounts which are                
vested benefits or which the Participant is otherwise                   
entitled to receive under any plan or program of the Company            
and/or the Employer shall be payable in accordance with such            
plan or program, except as explicitly modified by the Plan.             
No additional compensation provided under any benefit or                
compensation plans to the Participant shall be deemed to                
modify or otherwise affect the terms of the Plan or any of              
the Participant's entitlements hereunder.                               

9.5  Settlement of Claims.  The Company's obligation to make            
--------------------                                          
the payments provided for in the Plan and otherwise to                  
perform its obligations hereunder shall not be affected by              
any circumstances, including without limitation, any set-off,           
counterclaim, recoupment, defense or other right which the              
Company and/or the Employer may have against the Participant            
or others.                                                              

9.6  Trust.  All benefits under the Plan shall be paid by the           
-----                                                         
Company.  The Plan shall be unfunded and the benefits                   
hereunder shall be paid only from the general assets of the             
Company; provided, however, notwithstanding anything                    
-----------------                                     
contained in the Plan to the contrary, nothing herein shall             
prevent or prohibit the Company from establishing a trust or            
other arrangement for the purpose of providing for the                  
payment of the benefits payable under the Plan.                         

9.7  Waiver or Discharge.  No provision of the Plan may be              
-------------------                                           
waived or discharged unless such waiver or discharge is                 
agreed to in writing and signed by the Participant, the                 
Company and the Employer.  No waiver by either the Company,             
the Employer or any Participant at any time of any breach by            
either the Company, the Employer or any Participant of, or              
compliance with, any condition or provision of the Plan to be           
performed by such other party shall be deemed a waiver of               
similar or dissimilar provisions or conditions at the same or           
at any prior or subsequent time.                                        

9.8  Governing Law.  THE VALIDITY, INTERPRETATION,                      
-------------                                                 
CONSTRUCTION AND PERFORMANCE OF THE PLAN SHALL IN ALL                   
RESPECTS BE GOVERNED BY AND CONSTRUED AND ENFORCED IN                   
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING           
EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF; PROVIDED,             
HOWEVER, THAT IN ANY ACTION INVOLVING A PARTICIPANT, THE                
COMPANY AND/OR THE EMPLOYER WITH RESPECT TO ANY CLAIM OR                
ASSERTION THAT THE PARTICIPANT'S EMPLOYMENT WAS PROPERLY                
TERMINATED FOR CAUSE, THE COMPANY AND/OR THE EMPLOYER HAS THE           
BURDEN OF PROVING THAT THE PARTICIPANT'S EMPLOYMENT WAS                 
PROPERLY TERMINATED FOR CAUSE.                                          

9.9  Validity and Severability.  The invalidity or                      
-------------------------                                     
unenforceability of any provision of the Plan shall not                 
affect the validity or enforceability of any other provision            
of the Plan, which shall remain in full force and effect, and           
any prohibition or unenforceability in any jurisdiction shall           
not invalidate or render unenforceable such provision in any            
other jurisdiction.                                                     

9.10  Legal Fees.  Following a Change in Control, the Company           
----------                                                  
shall pay all legal fees and related expenses (including the            
costs of experts, evidence and counsel) incurred by the                 
Participant as they become due as a result of (a) the                   
Participant's termination of employment (including all such             
fees and expenses, if any, incurred in contesting or                    
disputing any such termination of employment), or (b) the               
Participant's seeking to obtain or enforce any right or                 
benefit provided by the Plan (including any such fees and               
expenses incurred in connection with the Dispute) or by any             
other plan or arrangement maintained by the Company and/or              
Employer under which the Participant is or may be entitled to           
receive benefits; provided however, that the circumstances              
----------------                    
set forth in clauses (a) and (b) (other than as a result of             
the Participant's termination of employment under                       
circumstances described in Section 2.6(d)) occurred on or               
after a Change in Control; provided, further, however, in the           
        --------------------------
event a court finally determines that the claim by the                  
Participant for which legal fees were incurred and paid by              
the Company pursuant to this Section 9.10 was frivolous, the            
Company shall be reimbursed by the Participant for any legal            
fees paid under this Section 9.10 in respect of such                    
frivolous claim.                                                        

9.11  Forum.  Any suit brought by a Participant under the               
-----                                                       
Plan may be brought in the appropriate state or federal court           
for Tarrant County, Texas, or for the county wherein the                
Participant maintains his or her residence.  Any suit brought           
by the Company and/or Employer under the Plan may only be               
brought in the county wherein the Participant maintains his             
or her residence, unless the Participant consents to suit               
elsewhere.                                                              

10-Q
21st “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 21st
SCHEDULE A              

[To come]             

10-Q
22nd “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 22nd
SCHEDULE B              

[To come]               

10-Q
23rd “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 23rd
SCHEDULE C              

COMPENSATION AND BENEFIT PLANS                
------------------------------                

1.  Tandy Corporation Officers Deferred Compensation Plan               

2.  Tandy Employees Deferred Salary and Investment Plan                 

3.  Tandy Employees Stock Ownership Plan                                

4.  Salary Continuation Plan for Executive Employees of Tandy           
Corporation and Subsidiaries                                    

5.  Tandy Corporation Stock Purchase Program                            

6.  Tandy Employees Supplemental Stock Program                          

7.  Tandy Corporation 1985 Stock Option Plan                            

8.  Post Retirement Death Benefit Plan for Executive                    
Employees of Tandy Corporation and Subsidiaries                 

9.  Tandy Corporation 1993 Incentive Stock Plan                         

10-Q
24th “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 24th
                                                            [Enlarge/Download Table]
                                                                                                                              

                                                        TANDY CORPORATION                                           EXHIBIT 11
                                          STATEMENT OF COMPUTATION OF EARNINGS PER SHARE                                      
<CAPTIONS>                                                                                                                    

                                                             Three Months Ended June 30,    Six Months Ended June 30,         
                                                             --------------------------    --------------------------         
(In thousands, except per share amounts)                        1995           1994           1995           1994             
---------------------------------------------------          -----------    -----------    -----------    -----------         
                                                                                                                              
Primary Earnings Per Share                                                                                                    

Reconciliation of net income per statements of income to                                                                      
  amounts used in computation of primary earnings per share:                                                                  

  Net income, as reported                                    $    37,964    $    34,415    $    76,899    $    76,210         
  Less dividends on preferred stock:                                                                                          
    Series B                                                      (1,631)        (1,607)        (3,298)        (3,413)        
                                                             -----------    -----------    -----------    -----------         
  Net income available to common                                                                                              
    shareholders for primary earnings per share              $    36,333    $    32,808    $    73,601    $    72,797         
                                                             ===========    ===========    ===========    ===========         

  Weighted average number of common shares outstanding            65,763         63,442         62,216         63,547         
  Weighted average number of $2.14 depositary shares,                                                                         
    representing Series C preferred stock, treated as                                                                         
    common stock due to mandatory conversion (b)                       -         11,816          4,505         11,816         
  Weighted average number of common shares issuable                                                                           
    under stock option plans, net of assumed treasury stock                                                                   
    repurchases at average market prices                             477            159            468            249         
                                                             -----------    -----------    -----------    -----------         
  Weighted average number of common and common                                                                                
    equivalent shares outstanding                                 66,240         75,417         67,189         75,612         
                                                             ===========    ===========    ===========    ===========         

  Net income available per average                                                                                            
    common and common equivalent share                       $      0.55    $      0.44    $      1.10    $     0.96          
                                                             ===========    ===========    ===========    ===========         

Fully Diluted Earnings Per Share (a)                                                                                          

Reconciliation of net income per statements of income to                                                                      
  amounts used in computation of fully diluted earnings per share:                                                            

  Net income available to common stockholders                $    36,333    $    32,808    $    73,601    $    72,797         
  Adjustments for assumed conversion of Series B                                                                              
    preferred stock to common stock as of the                                                                                 
    beginning of the period:                                                                                                  
    Plus dividends on Series B preferred stock                     1,631          1,607          3,298          3,413         
    Less additional contribution that would have                                                                              
      been required for the TESOP if Series B                                                                                 
      preferred stock had been converted                            (938)          (925)        (1,870)        (1,955)        
                                                             -----------    -----------    -----------    -----------         
  Net income available per common and                                                                                         
    common equivalent share, as adjusted                     $    37,026    $    33,490    $    75,029    $    74,255         
                                                             ===========    ===========    ===========    ===========         

Reconciliation of weighted average number of shares                                                                           
  outstanding to amount used in computation of fully                                                                          
  diluted earnings per share:                                                                                                 

  Weighted average number of shares outstanding                   66,240         75,417         67,189         75,612         
  Adjustment to reflect assumed exercise of stock                                                                             
    options as of the beginning of the period                        164             15            197             16         
  Adjustment to reflect assumed conversion of                                                                                 
    Series B preferred  stock to common stock as                                                                              
    of the beginning of the period                                 1,915          1,981          1,926          2,013         
                                                             -----------    -----------    -----------    -----------         
  Weighted average number of common and common                                                                                
    equivalent shares outstanding, as adjusted                    68,319         77,413         69,312         77,641         
                                                             ===========    ===========    ===========    ===========         
 Fully diluted net income available per average                                                                               
   common and common equivalent share                        $      0.54    $      0.43    $      1.08    $      0.96         
                                                             ===========    ===========    ===========    ===========         

(a) This calculation is submitted in accordance with Regulation S-K, Item 601(b)(11) although not required by                 
    footnote 2 to paragraph 14 of APB Opinion No. 15 because it results in dilution of less than 3%.                          

(b)  Prior year has been restated to reflect the conversion of Series C preferred stock to common stock.                      
                                                                            
10-Q
Last “Page” of 25
TOC
1st
Previous
Next
↓Bottom
Just 25th
                                                            [Enlarge/Download Table]
                                                                                                                              
                                                                                                                    EXHIBIT 12
                                                        TANDY CORPORATION                                                     

                                      STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES                          
                                      AND RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED DIVIDENDS                          

                                                             Three Months Ended June 30,    Six Months Ended June 30,         
                                                             --------------------------    --------------------------         
(In thousands, except ratios)                                   1995           1994           1995           1994             
---------------------------------------------------          -----------    -----------    -----------    -----------         
                                                                                                                              
Ratio of Earnings to Fixed Charges:                                                                                           

Net income                                                   $    37,964    $    34,415    $    76,899    $    76,210         
Plus provision for income taxes                                   23,766         21,318         48,140         47,207         
                                                             -----------    -----------    -----------    -----------         
Income before income taxes                                        61,730         55,733        125,039        123,417         
                                                             -----------    -----------    -----------    -----------         

Fixed charges:                                                                                                                
Interest expense and amortization of debt discount                 5,190          6,372         15,850         16,365         
Amortization of issuance expense                                     134             62            203            150         
Appropriate portion (33 1/3%) of rentals                          17,227         17,799         34,975         35,333         
                                                             -----------    -----------    -----------    -----------         
  Total fixed charges                                             22,551         24,233         51,028         51,848         
                                                             -----------    -----------    -----------    -----------         
Earnings before income taxes and fixed charges               $    84,281    $    79,966    $   176,067    $   175,265         
                                                             ===========    ===========    ===========    ===========         

Ratio of earnings to fixed charges                                  3.74           3.30           3.45           3.38         
                                                             ===========    ===========    ===========    ===========         

Ratio of Earnings to Fixed Charges and                                                                                        
  Preferred Dividends:                                                                                                        

Total fixed charges, as above                                $    22,551    $    24,233    $    51,028    $    51,848         
Preferred dividends                                                1,631          9,632          8,122         19,463         
                                                             -----------    -----------    -----------    -----------         
Total fixed charges and preferred dividends                  $    24,182    $    33,865    $    59,150    $    71,311         
                                                             ===========    ===========    ===========    ===========         

Earnings before income taxes, fixed charges                                                                                   
  and preferred dividends                                    $    84,281    $    79,966    $   176,067    $   175,265         
                                                             ===========    ===========    ===========    ===========         
Ratio of earnings to fixed charges and                                                                                        
  preferred dividends                                               3.49           2.36           2.98           2.46         
                                                             ===========    ===========    ===========    ===========         

                                                                            

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-Q’ Filing		Date		First		Last			Other Filings
		5/18/97		11		15
		5/31/96		10
		5/18/96		11		15
		2/29/96		5
		12/31/95		5					10-K,  11-K
		10/1/95		10
Filed on:		8/11/95		8
		7/31/95		1
For Period End:		6/30/95		1		7			11-K
		5/18/95		7		15			DEF 14A
		4/15/95		5
		4/12/95		7		9			8-K
		4/5/95		5
		4/1/95		10
		3/31/95		5		7			10-Q,  11-K
		3/30/95		5		9			10-K,  8-K,  DEF 14A
		3/10/95		5		6
		2/3/95		9					8-K
		2/2/95		9					8-K
		1/23/95		5
		1/18/95		9					8-K
		1/16/95		5
		1/1/95		5		6
		12/31/94		5		6			10-K,  11-K
		12/30/94		5		6			8-K
		8/15/94		9					10-Q
		8/1/94		5		6			8-K
		6/30/94		5		6			10-Q,  11-K
		5/27/94		9
		3/30/94		9					10-K,  DEF 14A
		2/1/94		9
		1/26/94		9
		11/12/93		9
		9/3/93		9
		8/4/93		9
		8/1/93		10
		7/27/93		9
		7/13/93		9
		6/30/93		9
		3/29/93		9
		7/10/92		9
		2/13/92		9
									List all Filings