SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 13, 2005 (January 12, 2005)
RADIOSHACK CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-5571 75-1047710
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
Mail Stop CF3-203, 300 RadioShack Circle, Fort Worth, Texas 76102
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (817) 415-3700
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
Item 1.01. Entry into a Material Definitive Agreement
In connection with the retirement of Leonard H. Roberts, described in Item 5.02
below and incorporated by reference into this Item 1.01, RadioShack Corporation
("RadioShack") and Mr. Roberts entered into a Transition Agreement (the
"Transition Agreement") on January 12, 2005. The Transition Agreement
contemplates that the parties will enter into a Consulting Agreement (the
"Consulting Agreement") upon Mr. Roberts' termination of his employment under
the Transition Agreement. A copy of the Transition Agreement is attached as
Exhibit 10.1, and a copy of the Consulting Agreement is attached as an exhibit
to the Transition Agreement.
Pursuant to the Transition Agreement, until May 19, 2005 (the "Transition
Date"), Mr. Roberts will continue to serve as RadioShack's Chief Executive
Officer and will be entitled to receive his current salary, bonus, stock option
grants and other compensation. On the Transition Date, Mr. Roberts will retire
as CEO and will assist in the transition of his duties as CEO, including helping
to guide RadioShack on long-term strategic opportunities, representing
RadioShack with key industry, civic, and philanthropic constituents, and
providing leadership to the Board of Directors, until the date Mr. Roberts'
employment under the Transition Agreement is terminated (the "Retirement Date"),
as described in the following paragraph. As compensation for Mr. Roberts'
serving as Chairman of RadioShack, RadioShack will provide Mr. Roberts (i) an
annual salary of $750,000, from the Transition Date until the Retirement Date;
(ii) a target annual bonus of $500,000, payable pursuant to RadioShack's Bonus
Program for Executive Officers; (iii) 120 monthly cash payments in an amount
equal to (x) the difference between the plan benefit amount under RadioShack's
Officers' Deferred Compensation Plan that Mr. Roberts would have received if he
retired at age 61 and the plan benefit amount he will receive based upon his age
on the retirement date (y) divided by 120; and (iv) a one-time grant of
restricted stock on the Transition Date valued at $750,000, that will vest
ratably over three years beginning on June 1, 2006. In addition to the foregoing
compensation, Mr. Roberts will also continue to participate in certain benefit
plans of RadioShack in accordance with their terms, as specified in the
Transition Agreement. Furthermore, from the Transition Date until the Retirement
Date, Mr. Roberts will be entitled to (a) medical and related benefits that are
customarily available to RadioShack's executive officers, in accordance with
RadioShack's benefit programs, (b) access to the same executive benefits as were
available to Mr. Roberts immediately prior to Mr. Roberts' retirement as CEO,
(c) have RadioShack pay the costs of the employee benefits for his
administrative assistant, (d) have RadioShack pay the reasonable costs for the
purchase and operation of a computer and a wireless handheld device for him and
his administrative assistant, (e) pay his monthly fees at two clubs, as
specified in the Transition Agreement, and (f) have RadioShack provide office
space for Mr. Roberts and his administrative assistant (with RadioShack
obligated to not pay more than a total of $100,000 a year towards the cost of
the rent and parking for the office space and the cost of Mr. Roberts'
administrative assistant's base annual salary).
Pursuant to the Consulting Agreement, Mr. Roberts will provide certain
consulting services to RadioShack. In return, RadioShack will pay Mr. Roberts a
monthly fee of $41,667, as well as providing Roberts with an administrative
assistant and office space (with RadioShack obligated to not pay more than a
total of $100,000 a year towards the cost of the rent and parking for the office
space and the cost of Mr. Roberts' administrative assistant's base annual
salary). In addition, RadioShack will pay a certain portion of Mr. Roberts'
group health benefits, to the extent that Mr. Roberts elects to continue such
benefits in accordance with COBRA, and will reimburse Mr. Roberts for reasonable
expenses incurred by him in performing his services under the Agreement. The
term of the Consulting Agreement will be 31 months after Mr. Roberts' employment
as Chairman ceases.
Item 1.02 Termination of a Material Definitive Agreement
In the Transition Agreement, RadioShack and Mr. Roberts also agreed that the
Severance Agreement that had been entered into by them on October 23, 1998, as
amended, will terminate effective on the Transition Date. A copy of the
Severance Agreement was previously filed by RadioShack on March 29, 1999, as
Exhibit 10z to RadioShack's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, and a form of the amendment to the Severance Agreement was
filed by RadioShack on March 12, 2004, as Exhibit 10t to RadioShack's Annual
Report on Form 10-K for the fiscal year ended December 31, 2003.
The Severance Agreement provided that if, during its term, Mr. Roberts'
employment with RadioShack was involuntarily terminated without cause (as
described in the Severance Agreement), or terminated other than by virtue of Mr.
Roberts' disability (as described in the Severance Agreement) or Mr. Roberts'
death, RadioShack would be required to pay Mr. Roberts an amount in cash equal
to two times the sum of (x) Mr. Roberts' annual salary (as described in the
Severance Agreement), (y) Mr. Roberts' target bonus (as described in the
Severance Agreement), and (z) Mr. Roberts' LTIP (as described in the Severance
Agreement). In addition, all outstanding RadioShack stock options and restricted
stock awards that would have otherwise become exercisable or vested within two
years following the date of Mr. Roberts' termination of employment with
RadioShack would have become exercisable or vested. Any options exercisable by
Mr. Roberts at the time of his termination must have been exercised by Mr.
Roberts within ninety (90) days after the second anniversary of such
termination. Mr. Roberts also would have been credited with two years of age
under any age based benefit plan that may be maintained by RadioShack, with any
such age based benefits being payable under the terms of any such plan or plans.
The Severance Agreement further provided that, in the event that Mr. Roberts'
employment with RadioShack would have been terminated because of (i) cause, (ii)
Mr. Roberts' death, (iii) Mr. Roberts' disability or (iv) or the voluntary
termination of employment by Mr. Roberts, then Mr. Roberts would not have
received any payments or benefits under the Severance Agreement.
Item 2.02 Results of Operations and Financial Condition.
On January 13, 2005, RadioShack issued a press release containing certain
information with respect to its sales for the fourth quarter of 2004. A copy of
the press release is attached as Exhibit 99.1.
Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
On January 13, 2005, RadioShack announced the retirement of Leonard H. Roberts
as Chief Executive Officer of RadioShack, effective May 19, 2005. Mr. Roberts
will remain as RadioShack's Chairman of the Board of Directors. RadioShack also
announced that, effective May 19, 2005, David J. Edmondson, currently President
and Chief Operating Officer of RadioShack, will be appointed President and Chief
Executive Officer of RadioShack.
In addition, on January 12, 2005, Mr. Edmondson was appointed a director of
RadioShack, to fill the vacancy created when RadioShack's Board of Directors, in
accordance with the Company's Bylaws, increased the number of directors from
fourteen to fifteen. Mr. Edmondson is expected to be named to the Executive
Committee of the Board of Directors.
Prior to his appointment as Chief Executive Officer and director of RadioShack,
Mr. Edmondson, who is 45, served as President and Chief Operating Officer of
RadioShack since December 2000. Previously, Mr. Edmondson served as Senior Vice
President of RadioShack, and Executive Vice President and Chief Operating
Officer of the RadioShack division from October 1998 to December 2000.
There is no family relationship between Mr. Edmondson and any other executive
officer or director of RadioShack, and there is no arrangement or understanding
under which he was appointed. All executive officers of RadioShack are appointed
by the Board of Directors annually to serve for the year, or until their
successors are appointed. There are no transactions to which RadioShack or any
of its subsidiaries is a party and in which Mr. Edmondson has a material
interest subject to disclosure under Item 404(a) of Regulation S-K.
A copy of the press release announcing Mr. Roberts' retirement and Mr.
Edmondson's appointment is attached as Exhibit 99.2.
Item 9.01. Financial Statements and Exhibits.
Exhibit No.
10.1 Transition Agreement, dated January 12, 2005, between
RadioShack Corporation and Leonard H. Roberts.
99.1 Press Release, dated January 13, 2005.
99.2 Press Release, dated January 13, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized this 13th day of January, 2005.
RADIOSHACK CORPORATION
/s/ Mark C. Hill
--------------------------------------
Mark C. Hill
Senior Vice President - Chief
Administrative Officer, Corporate
Secretary and General Counsel
EXHIBIT INDEX
Exhibit No.
10.1 Transition Agreement, dated January 12, 2005, between
RadioShack Corporation and Leonard H. Roberts.
99.1 Press Release, dated January 13, 2005.
99.2 Press Release, dated January 13, 2005.
Exhibit 10.1
TRANSITION AGREEMENT
This Transition Agreement ("Agreement") is entered into as of January
12, 2005 between RadioShack Corporation, a Delaware corporation ("RadioShack"),
and Leonard H. Roberts ("Roberts"), an individual residing in the State of
Texas.
RECITALS
The Board of Directors of RadioShack believes it is in the best
interests of RadioShack's stockholders to enter into this Agreement to provide
for Roberts' retirement as Chief Executive Officer ("CEO") from RadioShack,
including matters relating to benefits and compensation, as well as Roberts'
transition to serving as the Chairman of the Board of Directors of RadioShack
("Chairman"); and
the Board of Directors believes that the total compensation provided
under this Agreement is approximately equal to the total compensation Roberts
would be entitled to receive under the Severance Agreement, dated October 23,
1998, as amended, between RadioShack and Roberts; and
the parties desire to set forth all matters regarding Roberts'
retirement as CEO and his service as Chairman.
AGREEMENT
1. Retirement as CEO. Effective May 19, 2005 (the "Transition Date"),
Roberts shall retire as RadioShack's CEO, from all other officer positions he
currently holds with RadioShack and its affiliates and from all director
positions he holds with RadioShack's affiliates, and he shall remain as
RadioShack's Chairman. Roberts shall continue as an employee of RadioShack after
the Transition Date pursuant to the terms of this Agreement, and he agrees to
perform the duties customary to the office of Chairman of RadioShack and as
shall be assigned to him from time to time by the Board of Directors, including
helping to guide RadioShack on long-term strategic opportunities, representing
RadioShack with key industry, civic and philanthropic constituents, and
providing leadership to the Board of Directors. Effective upon the Transition
Date, the Severance Agreement, dated October 23, 1998, as amended, between
RadioShack and Roberts shall terminate and be of no force and effect.
2. Transition of Job Duties. After the Transition Date, in addition
to the duties described in Section 1 hereof, Roberts shall (a) assist in the
transition of his duties as CEO in a diligent and business-like manner and
(b) after the Retirement Date (as defined below), unless his employment is
terminated earlier pursuant to Section 9 hereof, continue to provide services to
RadioShack pursuant to the terms and conditions of the consulting agreement
attached hereto as Exhibit A (the "Consulting Agreement").
3. Term. Roberts' employment under this Agreement shall continue
until terminated as provided in Section 9 of this Agreement (the "Retirement
Date").
4. Roberts' Compensation Until the Transition Date. Roberts shall
continue to receive his salary, bonus, stock option grants and other
compensation to which he is entitled in his current position with RadioShack to
the Transition Date. On the Transition Date, all compensation related to
Roberts' employment with RadioShack under all other agreements and arrangements
shall cease, and no further compensation shall be due from or paid by RadioShack
to Roberts, except as required by or contemplated in this Agreement, the
Consulting Agreement, any benefit plan or program in which Roberts was
participating on the Transition Date or as otherwise required by law.
5. Benefit Plans. Except as otherwise expressly required by this
Agreement, Roberts shall continue to participate in the following plans in
accordance with their terms: RadioShack Corporation Officers' Deferred
Compensation Plan, 2004 RadioShack Corporation Long Term Incentive Plan, 2004
RadioShack Corporation Bonus Program for Executive Officers, RadioShack
Corporation Executive Deferred Compensation Plan and Executive Deferred Stock
Plan, the 1993, 1997, 1999 and 2001 Incentive Stock Plans, RadioShack Investment
Plan, RadioShack Corporation Supplemental Stock Plan, RadioShack Corporation
401(k) Plan, RadioShack Corporation Termination Protection Plan and RadioShack's
health and welfare benefit plans.
6. Compensation. As compensation for Roberts serving as Chairman,
RadioShack shall make the following payments to Roberts.
(a) Salary. From the Transition Date until the Retirement
Date, RadioShack shall pay Roberts an annual salary of $750,000.00.
(b) Target Annual Bonus. Roberts' target annual bonus shall be
$500,000.00, payable pursuant to RadioShack's Bonus Program for
Executive Officers and upon such terms and conditions, including
performance measures, as the Management Development and Compensation
Committee of RadioShack's Board of Directors establishes for
RadioShack's executive officers.
(c) Additional Retirement Benefits. Beginning on the first day
of the seventh month after Roberts' separation from service (as defined
in Section 409A of the Internal Revenue Code of 1986, as amended (the
"Code"), and all regulations and other guidance issued by the Internal
Revenue Service thereunder) with RadioShack, RadioShack shall make 120
monthly payments to Roberts, subject to the provisions of Section 11
hereof, in an amount equal to (x) the difference between the Plan
Benefit Amount under the RadioShack Officers' Deferred Compensation
Plan he would have received if he retired at age 61 and the Plan
Benefit Amount he will receive based upon his age on the Retirement
Date (y) divided by 120. If Roberts dies before RadioShack makes all
such payments to him, RadioShack shall make the remaining payments in
the same manner and on the same terms and conditions as if the
remaining payments were made under the Officers' Deferred Compensation
Plan.
(d) Restricted Stock Grant. On the Transition Date, RadioShack
shall grant Roberts such number of restricted shares of RadioShack
common stock so as to then be valued at $750,000.00 pursuant to
RadioShack's 1997 Incentive Stock Plan, which stock shall vest ratably
over three years beginning on June 1, 2006.
Payments made under Sections 6(a) and 6(b) above shall be paid in
accordance with normal payroll practices of RadioShack and, together with
payments made under Section 6(c) above, shall be reduced by any required state
and federal withholding and deductions and any other permitted payroll
deductions requested by Roberts.
7. LTIP. After the date of this Agreement, any new awards to Roberts
under RadioShack's Long Term Incentive Plan shall be at the discretion of the
Board of Directors of RadioShack.
8. Continued Executive Benefits. From the Transition Date until the
Retirement Date, Roberts shall be entitled to such medical, disability, life
insurance coverage, vacation, sick leave, holiday benefits and any other
benefits, in each case as are customarily made available to RadioShack's
executive officers, all in accordance with RadioShack's benefits program in
effect from time to time. From the Transition Date until the Retirement Date,
RadioShack shall (i) provide Roberts with the same executive benefits as
provided to him immediately prior to his retirement as CEO, including the use of
RadioShack's aircraft to be used only for RadioShack business purposes pursuant
to RadioShack's policy as in effect from time to time, excess liability
coverage, AYCO financial planning and administrative support, (ii) pay the costs
of the employee benefits for his administrative assistant, (iii) pay the
reasonable costs for the purchase and operation of a computer and a wireless
handheld communications device for each of him and his administrative assistant,
and (iv) pay his monthly fees at the City Club and the Fort Worth Club. In
addition, during such period, RadioShack shall provide Roberts with office space
for him and his administrative assistant, selected by Roberts but at a location
other than RadioShack's corporate headquarters. RadioShack shall not pay more
than a total of $100,000 a year towards the cost of the rent and parking for the
office space and the cost of Roberts' administrative assistant's base annual
salary.
9. Termination Events. Roberts' services as Chairman from the
Transition Date to the Retirement Date shall terminate upon the occurrence of
any of the following events:
(a) Roberts dies;
(b) RadioShack, by written notice to Roberts, discharges Roberts
due to Roberts' Disability (as defined below);
As used in this Agreement, the term "Disability" shall mean that
for a period of at least 60 days during any six consecutive month
period on account of a mental or physical condition, Roberts is unable
to perform the essential functions of his job as Chairman, with or
without reasonable accommodation. The determination of Roberts'
Disability shall be made (i) by a medical physician selected or agreed
to by RadioShack or (ii) upon mutual agreement of RadioShack and
Roberts or his personal representative. All costs relating to the
determination of whether Roberts has incurred a Disability shall be
paid by RadioShack. Roberts shall submit to any examination that is
reasonably required by an examining physician for purposes of
determining whether a Disability exists.
(c) Roberts is discharged by RadioShack for Cause (as defined
below):
As used in this Agreement, the term "Cause" shall mean:
(i) Roberts' conviction of (or plea of guilty or nolo
contendere to) (A) any felony or (B) any misdemeanor involving
fraud or dishonesty in connection with the performance of his
duties hereunder or moral turpitude or Roberts' entry into a
consent decree (or similar arrangement) with any governmental
agency or office; or
(ii) the willful and continued failure of Roberts for
a total of 10 days (which need not be consecutive days) from
the Transition Date to the Retirement Date to substantially
perform his duties with RadioShack (other than any such
failure resulting from illness or Disability) after a written
demand for substantial performance from RadioShack's Board of
Directors is delivered to Roberts, which demand specifically
identifies the manner in which it is claimed Roberts has not
substantially performed his duties; or
(iii) Roberts has willfully engaged in misconduct
which has, or can reasonably be expected to have, a direct and
material adverse monetary effect on RadioShack.
For purposes of this Section, no act or failure to
act on Roberts' part shall be considered "willful" unless
Roberts acted in bad faith or without a reasonable belief that
Roberts' action or omission was in the best interest of
RadioShack.
(d) RadioShack terminates this Agreement for any reason other
than for Cause or Disability, which RadioShack may do at any time;
(e) Roberts voluntarily terminates his services due to either
(i) a material default by RadioShack in the performance of any of its
obligations hereunder, or (ii) an Adverse Change in Duties (as defined
below), which default or Adverse Change in Duties remains unremedied by
RadioShack for a period of 10 days following its receipt of written
notice thereof from Roberts (which notice must reasonably describe the
facts claimed by Roberts to constitute the default or Adverse Change in
Duties) (the reasons described in items (i) and (ii) of this paragraph
being referred to herein as "Good Reason"); or
(f) Roberts voluntarily terminates his services for any reason
other than Good Reason, which Roberts may do at any time with at least
30 days' advance notice.
As used in this Agreement, "Adverse Change in Duties" means an
action or series of actions taken by the Board of Directors of
RadioShack, without Roberts' prior written consent, which results in:
(i) a change in Roberts' reporting responsibilities,
title, or responsibilities which results in a material
diminution of his status, control or authority as Chairman; or
(ii) the assignment to Roberts of any positions,
duties or responsibilities which are materially inconsistent
with Roberts' positions, duties and responsibilities or status
as Chairman.
10. Effects of Termination.
(a) Upon termination of Roberts' employment hereunder for any
reason, RadioShack shall promptly pay Roberts all salary earned by him
under Section 6(a) of this Agreement during the then-current payroll
period and unpaid through the effective date of termination.
(b) In addition, if Robert's employment is terminated under
Section 9(a), 9(b), 9(d) or 9(e) of this Agreement, then (i) RadioShack
shall make the payments to Roberts described in Section 6(c) of this
Agreement in accordance with the terms of such section and (ii)
RadioShack shall make the payments to Roberts under Section 4 of the
Consulting Agreement and provide the benefits to Roberts under Section
5 of the Consulting Agreement as if the Consulting Agreement had been
executed by Roberts and RadioShack and had a term of 31 months. If
Robert's employment is terminated under Section 9(a), 9(b), 9(d) or
9(e) of this Agreement prior to the one-year anniversary of the
Transition Date, then, in addition to the payments described in the
preceding sentence, (x) RadioShack shall make the payments to Roberts
described in Sections 6(a) and 6(b) of this Agreement until the
one-year anniversary of the Transition Date as and when they would have
been paid had his employment not been terminated and (y) RadioShack
shall provide the benefits to Roberts described in Section 8 of this
Agreement until the one-year anniversary of the Transition Date.
However, if any payment, grant or benefit described in clause (ii),
(x), or (y) of this Section 10(b) is considered compensation deferred
under a nonqualified deferred compensation plan as defined in Section
409A of the Code (and all regulations and other guidance issued by the
Internal Revenue Service thereunder), such payment or benefit shall be
delayed until the earliest date on which it may be paid without the
imposition of any interest and additional tax under Code Section
409A(a)(1)(B).
11. Release. In consideration of the promises, covenants and other
valuable consideration provided by RadioShack in this Agreement, Roberts agrees
that, for him to be entitled to receive the payments under Section 6(c) of this
Agreement, he will execute the Release attached hereto as Exhibit B on the
Retirement Date. RadioShack will also execute the Release on the Retirement
Date.
12. Confidential Information. Roberts agrees that the Employee
Agreement on Intellectual Property Rights and Confidential Information, dated
July 14, 1993 (the "Confidentiality Agreement") he executed shall remain in full
force and effect.
13. Non-Disparagement. Roberts agrees that he will not, nor will he
allow anyone acting on his behalf or at his direction at any time to, criticize,
defame or disparage RadioShack or the Released Parties, their plans, or their
actions to any third party, either orally or in writing. RadioShack agrees that
it will not, and it will use its reasonable efforts to cause the Released
Parties to not, criticize, defame or disparage Roberts, his plans, or his
actions to any third party, either orally or in writing. The provisions of this
Section 13 shall not apply to any truthful statement(s) required to be made by
Roberts, by any Released Party or by any representative of Roberts or a Released
Party in any legal proceeding or governmental (including all agencies thereof)
or regulatory filing, investigation or proceeding.
14. RadioShack's Default in Payment. Should RadioShack default in
timely payment on the due date of any payment or amount due under this
Agreement, Roberts shall give written notice of such default to the person
specified in or pursuant to this Agreement to receive notice on behalf of
RadioShack. RadioShack shall have ten calendar days after the receipt of such a
notice of default to cure any payment default.
15. Breach of this Agreement. If a court of competent jurisdiction
determines that either party has breached or failed to perform any part of this
Agreement, the parties agree that the non-breaching party shall be entitled to
injunctive relief to enforce this Agreement and that the breaching party shall
be responsible for paying the non-breaching party's costs and attorneys' fees
incurred in enforcing this Agreement.
16. Severability. If any provision of this Agreement is held by a
court of competent jurisdiction to be invalid, void or unenforceable, the
remaining provisions shall nevertheless continue in full force and effect.
17. Ambiguities in this Agreement. The parties acknowledge that this
Agreement has been drafted, prepared, negotiated and agreed to jointly, with
advice of each party's respective counsel, and to the extent that any ambiguity
should appear, now or at any time in the future, latent or apparent, such
ambiguity shall not be resolved or construed against either party.
18. Confidentiality. Except as required by law or the New York Stock
Exchange, each of the parties agrees to keep confidential the specific terms of
this Agreement, and shall not disclose the terms of this Agreement to any person
except Roberts' wife and the financial, tax and legal advisors of Roberts and
RadioShack (and the Board of Directors of RadioShack). This Agreement may be
disclosed in, or filed as an exhibit to, any filing required under any
securities laws or the New York Stock Exchange listing standards to be made by
RadioShack.
19. Notices. All notices and other communications hereunder shall be
in writing. Any notice or other communication hereunder shall be deemed duly
given if it is sent by registered or certified mail, return receipt requested,
postage prepaid, and addressed to the intended recipient as set forth:
If to Roberts, to his current residence address maintained in
RadioShack's records.
With copy to:
Allan Howeth
Cantey & Hanger, L.L.P.
Burnett Plaza, Suite 2100
801 Cherry Street, Unit # 2
Fort Worth, Texas 76102-6881
If to RadioShack:
RadioShack Corporation
Mail Stop CF3-203
300 RadioShack Circle
Fort Worth, Texas 76102
Attention: General Counsel
Any party may send any notice or other communication hereunder to the intended
recipient at the address set forth using any other means (including personal
delivery, expedited courier, messenger services, telecopy (sent to RadioShack at
817-415-2697), ordinary mail or electronic mail), but no such notice or other
communication shall be deemed to have been duly given unless and until it is
actually received by the intended recipient. Any party may change the address to
which notices and other communications hereunder are to be delivered by giving
the other Party notice in the manner set forth herein.
20. Counterpart Agreements. This Agreement may be executed in multiple
counterparts, whether or not all signatories appear on these counterparts, and
each counterpart shall be deemed an original for all purposes.
21. Choice of Law. This Agreement shall be deemed performable by all
parties in, and venue shall be in the state or federal courts located in,
Tarrant County, Texas, and the construction and enforcement of this Agreement
shall be governed by Texas law without regard to its conflict of laws rules.
22. No Assignment of Claims. Roberts shall not assign or delegate any
of his rights or obligations under this Agreement without the prior written
consent of RadioShack, and any attempted assignment without RadioShack's consent
shall be void ab initio. RadioShack may assign this Agreement to any successor
of RadioShack or any purchaser of all or substantially all of the assets of
RadioShack.
23. Entire Agreement. This Agreement sets forth the entire agreement
between the parties, and, except as otherwise provided herein, fully supersedes
any and all prior agreements, understandings, or representations between the
parties pertaining to the subject matter of this Agreement.
24. Binding Effect of Agreement. This Agreement shall be binding upon
Roberts, RadioShack and their heirs, administrators, representatives, executors,
successors and permitted assigns.
25. Code Section 409A Compliance. Notwithstanding any other provisions
of this Agreement to the contrary, the parties agree that they will in good
faith amend this Agreement in any manner reasonably necessary to comply with
Section 409A of the Code, and the parties further agree that any provision in
this Agreement that shall violate the requirements of Section 409A shall be of
no force and effect after such amendment.
[Signature Page to Follow]
The parties have duly executed this Agreement as of the date first
written above.
RADIOSHACK CORPORATION
/s/ Thomas G. Plaskett
--------------------------------------
By: Thomas G. Plaskett
Title: Presiding Director
/s/ Leonard H. Roberts
--------------------------------------
LEONARD H. ROBERTS
Exhibit A
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is entered into on ______ __,
_____ (the "Effective Date"), between RadioShack Corporation, a Delaware
corporation ("RadioShack"), and Leonard H. Roberts (the "Roberts"), an
individual residing in the State of Texas.
RECITAL
RadioShack desires to retain Roberts to render certain specific
consulting services to RadioShack on the terms and conditions set forth in this
Agreement, and Roberts desires to be retained by RadioShack on such terms and
conditions.
AGREEMENT
1. Engagement and Duties. During the Term (defined below), Roberts
shall provide to RadioShack the following consulting services: (i) represent
RadioShack with key industry, civic and philanthropic constituents, (ii) assist
RadioShack's Chief Executive Officer in maintaining and developing business
relationships with key strategic partners, (iii) at the direction of the Chief
Executive Officer, help in the vetting process for new technology and new
strategic partners, (iv) regularly meet with the Chief Executive Officer to
review progress toward the refinement and execution of RadioShack's strategy,
and (v) at the request of the Chief Executive Officer, represent RadioShack's
Board of Directors at key company events and (vi) at the request of the Chief
Executive Officer, assist the Chief Executive Officer in the recognition and
motivation of employees in pursuing RadioShack's strategy. Roberts shall report
to RadioShack's Chief Executive Officer.
2. Manner of Performance. Roberts shall perform all services and
duties that reasonably may be required of him pursuant to the terms hereof, to
the reasonable satisfaction of RadioShack acting in its sole discretion. Roberts
shall not take any action that would be adverse to RadioShack's business
interests or that may subject Roberts, RadioShack or any of its affiliates to
civil or criminal liability. Roberts agrees to comply in full with all
applicable laws, ethical standards, rules and regulations. Roberts agrees that
he will comply with RadioShack's conflict of interest policies and represents
that, on the date of this Agreement, he does not have any interest in any entity
that would conflict in any manner with the performance of services under this
Agreement. Subject to the restrictive covenants contained in this Agreement,
including the non-disclosure and non-compete covenants, Roberts may engage in
activities on his own behalf or on behalf of entities other than RadioShack and
its affiliates, and may allocate his time between his obligations under this
Agreement and such other activities in any manner Roberts deems appropriate, so
long as Roberts' obligations under this Agreement are satisfied. Roberts will
have the sole right to supervise, manage, control and direct the performance of
the details incident to Roberts' duties described in this Agreement.
3. Term. This Agreement shall commence on the Effective Date and
shall end on ________ __ , ____ [the date that is 31 months after the Effective
Date], unless earlier terminated as provided in Section 9 of this Agreement (the
"Term").
4. Compensation. As compensation for Roberts' performance of his
services under this Agreement, RadioShack shall pay Roberts $41,667 per month
(the "Monthly Fee") during the Term, payable in arrears on the last day of the
month. RadioShack shall pay a prorated portion of the Monthly Fee upon
termination of this Agreement if such termination occurs other than at the end
of a month. RadioShack shall deliver each payment to Roberts within seven
calendar days after the end of each month.
5. Benefits. During the Term, RadioShack shall provide Roberts with
an administrative assistant and office space for him and his administrative
assistant, selected by him but at a location other than RadioShack's corporate
headquarters. RadioShack shall not pay more than a total of $100,000 a year
towards the cost of the rent and parking for the office space and the cost of
Roberts' administrative assistant's base annual salary. If Roberts elects to
continue his group health benefits in accordance with the Consolidated Omnibus
Budget Reconciliation Act of 1985, as amended, RadioShack shall pay the portion
of any premiums relating to such continuation coverage that RadioShack would
otherwise have paid if Roberts was an active senior executive officer through
the end of the Term.
6. Expenses. RadioShack shall reimburse Roberts for all reasonable
expenses incurred by him in connection with the performance of his services
under this Agreement within 30 days following his delivery of an accounting of
those expenses to RadioShack in accordance with RadioShack's then-current travel
and business expense policy.
7. Independent Contractor Status. RadioShack is retaining Roberts in
the capacity of an independent contractor and not as an employee or agent of
RadioShack or any of its affiliates. Roberts shall not be authorized at any time
to execute any transaction on behalf of RadioShack or any of its affiliates.
Nothing in this Agreement shall create, or shall be construed as creating, any
form of partnership, joint venture, employer-employee relationship, or other
affiliation that would permit Roberts to bind RadioShack or any of its
affiliates with respect to any matter or would cause RadioShack or any of its
affiliates to be liable for any action of Roberts. Neither RadioShack nor
Roberts will represent to any third party that Roberts' engagement by RadioShack
hereunder is in any capacity other than as an independent contractor. Except as
provided in Section 5 of this Agreement, RadioShack shall not be obligated to
maintain any insurance for Roberts, including, but not limited to, medical,
dental, life or disability insurance. Except as required by law, Roberts will
not be eligible to participate in any employee benefit plan or program of
RadioShack. To the extent Roberts employs others in providing services under
this Agreement, Roberts agrees to comply with all applicable workers'
compensation laws and to provide satisfactory evidence of such compliance to
RadioShack on request.
8. Taxes and Withholding. Roberts hereby acknowledges and agrees
that, as an independent contractor, he is legally required to determine and pay
his own estimated federal income taxes, FICA (including FICA-matching), and all
applicable federal and state payroll, excise, workman's compensation, and other
withholdings.
9. Termination. Roberts' services hereunder will terminate upon the
occurrence of any of the following events:
(a) Roberts dies;
(b) RadioShack, by written notice to Roberts, terminates this
Agreement due to Roberts' Disability (as defined below);
As used in this Agreement, the term "Disability" shall mean that for a
period of at least 60 days during any six consecutive month period on account of
a mental or physical condition, Roberts is unable to perform the essential
functions of his services under this Agreement, with or without reasonable
accommodation. The determination of Roberts' Disability shall be made (i) by a
medical physician selected or agreed to by RadioShack or (ii) upon mutual
agreement of RadioShack and Roberts or his personal representative. All costs
relating to the determination of whether Roberts has incurred a Disability shall
be paid by RadioShack. Roberts shall submit to any examination that is
reasonably required by an examining physician for purposes of determining
whether a Disability exists.
(c) RadioShack terminates this Agreement for Cause (as defined below):
As used in this Agreement, the term "Cause" shall mean:
(i) Roberts' conviction of (or plea of guilty or nolo contendere
to) (A) any felony or (B) any misdemeanor involving fraud or
dishonesty in connection with the performance of his services under
this Agreement or moral turpitude or Roberts' entry into a consent
decree (or similar arrangement) with any governmental agency or office;
or
(ii) the willful and continued failure of Roberts for a total
of 10 days (which need not be consecutive days) during the Term to
substantially perform his services under this Agreement (other than any
such failure resulting from illness or Disability) after a written
demand for substantial performance from RadioShack is delivered to
Roberts, which demand specifically identifies the manner in which it is
claimed Roberts has not substantially performed his services; or
(iii) Roberts has willfully engaged in misconduct which has,
or can reasonably be expected to have, a direct and material adverse
monetary effect on RadioShack.
For purposes of this Section, no act or failure to act on Roberts' part
shall be considered "willful" unless Roberts acted in bad faith or without a
reasonable belief that Roberts' action or omission was in the best interest of
RadioShack.
(d) RadioShack terminates this Agreement for any reason other than for
Cause or Disability, which RadioShack may do at any time;
(e) Roberts voluntarily terminates his services due to a material
default by RadioShack in the performance of any of its obligations under this
Agreement, which default remains unremedied by RadioShack for a period of 10
days following its receipt of written notice thereof from Roberts ("Good
Reason"); or
(f) Roberts voluntarily terminates his services for any reason other
than Good Reason, which Roberts may do at any time with at least 30 days'
advance notice.
10. Effects of Termination.
(a) Upon termination of Roberts' services hereunder for any reason,
RadioShack shall promptly pay Roberts that portion of the Monthly Fee earned by
him under Section 4 of this Agreement during the then-current month and unpaid
through the effective date of termination.
(b) In addition, if Roberts' services are terminated under Section
9(a), 9(b), 9(d) or 9(e) of this Agreement, then RadioShack shall also make the
payments to Roberts described in Section 4 of this Agreement and provide the
benefits described in Section 5 of this Agreement until _________ __, ____ [the
date that is 31 months after the Effective Date], as and when they would have
been paid had his services not been terminated. However, if any payment or
benefit described in the previous sentence is considered compensation deferred
under a nonqualified deferred compensation plan as defined in Section 409A of
the Internal Revenue Code of 1986, as amended (the "Code") (and all regulations
and other guidance issued by the Internal Revenue Service thereunder), such
payment or benefit shall be delayed until the earliest date on which it may be
paid without the imposition of any interest and additional tax under Code
Section 409A(a)(1)(B).
11. Non-disclosure of Confidential Information. Roberts will not make
any unauthorized use, publication or disclosure, during and after the Term, of
any information generated or acquired by him during the performance of his
services under this Agreement, including, but not limited to, information of a
confidential or trade secret nature ("Confidential Information"). Confidential
Information includes information not generally known by or available to the
public about or belonging to RadioShack or belonging to other persons to whom
RadioShack may have an obligation to maintain information in confidence.
Authorization for disclosure of Confidential Information may be obtained only
through RadioShack's General Counsel or designee. Roberts will not disclose to
RadioShack, or induce RadioShack to use, any confidential or trade secret
information or material belonging to others.
12. Ownership of Intellectual Property Rights.
(a) Except as otherwise provided in Section 12(f) of this Agreement,
Roberts hereby assigns, transfers, and conveys to RadioShack his entire right,
title and interest in the United States and all foreign countries in any and all
Intellectual Property (as defined below) which he has made or conceived or may
make or conceive, related to the business of RadioShack or its affiliates or
within the scope of his services under this Agreement, whether as a sole
inventor or originator or as a joint inventor or originator with another or
others, during the Term. Roberts acknowledges that any copyrights included in
Intellectual Property made by him within the scope of his services under this
Agreement belong to RadioShack by operation of law. "Intellectual Property" is
information of a technical or a business nature, such as ideas, discoveries,
inventions, improvements, trade secrets, know-how, machines, manufacturing
processes, product designs, formulae, theses, books, computer programs,
drawings, lectures, illustrations, photographs, writings and other works of
authorship, customer lists, sales, profits, financial figures, marketing plans,
business methods and the like.
(b) Set forth below is a complete and accurate list of all ideas,
designs, inventions, improvements, discoveries and developments ("Inventions"),
patented or not, if any, including a brief descriptions thereof or titles and
dates of documents describing them, which Roberts made before the execution of
this Agreement and that are excluded from the operation of this
Agreement:___________________________________________________.
(c) During and after the Term, at the request and expense of
RadioShack or its nominees, and for no remuneration except that due Roberts
pursuant to this Agreement, but at no expense to Roberts, Roberts shall execute,
acknowledge, make and deliver to RadioShack, its nominees, agents or attorneys
any and all documents which in the judgment of RadioShack, its nominees, agents
or attorneys may be necessary or desirable to invest in or secure or maintain
for the benefit of RadioShack adequate patent and other property rights in the
United States and all foreign countries with respect to any Intellectual
Property owned by or assigned to RadioShack under this Agreement, including (1)
United States and foreign patent and copyright applications; (2) applications
for securing, protecting or registering any property rights owned by or assigned
to RadioShack under this Agreement and (3) other documents needed to obtain,
secure, protect and register any property rights owned by or assigned to
RadioShack under this Agreement. Roberts shall assist RadioShack, its nominees,
agents or attorneys by furnishing evidence in his possession or under his
control for the purpose of obtaining or enforcing such rights.
(d) Roberts shall disclose promptly to RadioShack, its nominees,
agents or attorneys any and all Intellectual Property (1) owned by or assigned
to RadioShack under the provisions of Section 12(a) of this Agreement or (2) in
which any time, equipment, supply, facility or information of RadioShack was
used, when made or conceived, in whole or in part, by Roberts. Roberts shall
make and maintain adequate and current records thereof.
(e) Except as otherwise provided in Section 12(f) of this Agreement,
any and all Inventions made or conceived by Roberts within one year after the
Term shall be owned by or assigned to RadioShack under the provisions of Section
12(a) of this Agreement, unless proven by Roberts to have been made or conceived
after the Term.
(f) The provisions of this Section 12 reserve to Roberts rights in
certain Intellectual Property. No provision of Section 12 is intended to require
assignment of any rights in any Intellectual Property (1) made or conceived
outside the scope of Roberts' services under the Agreement, and (2) developed
entirely on Roberts own time, and (3) for which no equipment, supplies, facility
or information of RadioShack was used, and (4) not resulting from any services
performed for RadioShack. Roberts may have other rights under state laws which
vary from state to state.
13. Non-competition. Roberts shall comply with Section 5.5(a) of the
RadioShack Corporation Officers Deferred Compensation Plan, as it may be amended
from time to time, which section is incorporated by reference into this Section
13; provided, however, that for purposes of this Agreement the period of his
compliance with Section 5.5(a) shall be during the Term instead of during the
period set forth in Section 5.5(a)
14. Return of Property. Before the end of the Term, Roberts shall
return all equipment and property in his possession that belongs to RadioShack,
including all files and programs stored electronically or otherwise that relate
or refer to RadioShack, and all original and copies of documents, notes,
memoranda or any other written materials that relate or refer to RadioShack,
including material that constitutes Confidential Information, other than
information or documents relating to Roberts' RadioShack compensation or benefit
plans or programs in which he participates or participated.
15. RadioShack's Default in Payment. Should RadioShack default in
timely payment on the due date of any payment or amount due under this
Agreement, Roberts shall give written notice of such default to the person
specified in or pursuant to this Agreement to receive notice on behalf of
RadioShack. RadioShack shall have ten calendar days after the receipt of such a
notice of default to cure any payment default.
16. Breach of this Agreement. If a court of competent jurisdiction
determines that either party has breached or failed to perform any part of this
Agreement, the parties agree that the non-breaching party shall be entitled to
injunctive relief to enforce this Agreement and that the breaching party shall
be responsible for paying the non-breaching party's costs and attorneys' fees
incurred in enforcing this Agreement.
17. Severability. If any provision of this Agreement is held by a
court of competent jurisdiction to be invalid, void or unenforceable, the
remaining provisions shall nevertheless continue in full force and effect.
18. Ambiguities in this Agreement. The parties acknowledge that this
Agreement has been drafted, prepared, negotiated and agreed to jointly, with
advice of each party's respective counsel, and to the extent that any ambiguity
should appear, now or at any time in the future, latent or apparent, such
ambiguity shall not be resolved or construed against either party.
19. Confidentiality. Except as required by law or the New York Stock
Exchange, each of the parties agrees to keep confidential the specific terms of
this Agreement, and shall not disclose the terms of this Agreement to any person
except Roberts' wife and the financial, tax and legal advisors of Roberts and
RadioShack (and the Board of Directors of RadioShack). This Agreement may be
disclosed in, or filed as an exhibit to, any filing required under any
securities laws or the New York Stock Exchange listing standards to be made by
RadioShack.
20. Notices. All notices and other communications hereunder shall be
in writing. Any notice or other communication hereunder shall be deemed duly
given if it is sent by registered or certified mail, return receipt requested,
postage prepaid, and addressed to the intended recipient as set forth:
If to Roberts, to his current residence address maintained in
RadioShack's records.
With copy to:
Allan Howeth
Cantey & Hanger, L.L.P.
Burnett Plaza, Suite 2100
801 Cherry Street, Unit # 2
Fort Worth, Texas 76102-6881
If to RadioShack:
RadioShack Corporation
Mail Stop CF3-203
300 RadioShack Circle
Fort Worth, Texas 76102
Attention: General Counsel
Any party may send any notice or other communication hereunder to the intended
recipient at the address set forth using any other means (including personal
delivery, expedited courier, messenger services, telecopy (sent to RadioShack at
817-415-2697), ordinary mail or electronic mail), but no such notice or other
communication shall be deemed to have been duly given unless and until it is
actually received by the intended recipient. Any party may change the address to
which notices and other communications hereunder are to be delivered by giving
the other Party notice in the manner set forth herein.
21. Counterpart Agreements. This Agreement may be executed in multiple
counterparts, whether or not all signatories appear on these counterparts, and
each counterpart shall be deemed an original for all purposes.
22. Choice of Law. This Agreement shall be deemed performable by all
parties in, and venue shall be in the state or federal courts located in,
Tarrant County, Texas, and the construction and enforcement of this Agreement
shall be governed by Texas law without regard to its conflict of laws rules.
23. Entire Agreement. This Agreement sets forth the entire agreement
between the parties, and, except as otherwise provided herein, fully supersedes
any and all prior agreements, understandings, or representations between the
parties pertaining to the subject matter of this Agreement.
24. Binding Effect of Agreement. This Agreement shall be binding upon
Roberts, RadioShack and their heirs, administrators, representatives, executors,
successors and permitted assigns.
25. Code Section 409A Compliance. Notwithstanding any other provisions
of this Agreement to the contrary, the parties agree that they will in good
faith amend this Agreement in any manner reasonably necessary to comply with
Section 409A of the Internal Revenue Code of 1986, as amended, and the parties
further agree that any provision in this Agreement that shall violate the
requirements of Section 409A shall be of no force and effect after such
amendment.
[Signature Page to Follow]
The parties have duly executed this Agreement as of the date first
written above.
RADIOSHACK CORPORATION
--------------------------------------
By: ________________
Title: ______________
--------------------------------------
LEONARD H. ROBERTS
Exhibit B
RELEASE
This Release ("Release") is entered into as of __________ __, ____
between RadioShack Corporation, a Delaware corporation ("RadioShack"), and
Leonard H. Roberts ("Roberts"), an individual residing in the State of Texas.
RECITAL
This Release is executed pursuant to Section 11 of the Transition
Agreement dated as of January __, 2005 between RadioShack and Roberts (the
"Transition Agreement").
AGREEMENT
1. Roberts' Release. In consideration of the promises, covenants and
other valuable consideration provided by RadioShack in the Transition Agreement
and in this Release, Roberts hereby unconditionally releases and discharges
RadioShack and its current and former employees, officers, agents, directors,
shareholders and affiliates their respective current and former employees,
officers, agents, directors, shareholders and affiliates (collectively referred
to as "Released Parties") from any and all claims, causes of action, losses,
obligations, liabilities, damages, judgments, costs, expenses (including
attorneys' fees) of any nature whatsoever, known or unknown, contingent or
non-contingent (collectively, "Claims"), that Roberts had or has as of the date
of this Release or that he had, has or may at any time in the future have
arising (i) out of Roberts' hiring, employment, or retirement with RadioShack
and (ii) under federal or state law, including, but not limited to, the Age
Discrimination in Employment Act of 1967, 42 U.S.C. ss.ss. 1981-1988, Title VII
of the Civil Rights Act of 1964, the Equal Pay Act, the Employee Retirement
Income Security Act of 1974, COBRA, the National Labor Relations Act, the
Occupational Safety and Health Act, the Fair Labor Standards Act, the Family and
Medical Leave Act of 1993, the Workers Adjustment and Retraining Act, the
Americans with Disabilities Act of 1990, the Texas Labor Code, the Texas
Commission on Human Rights Act, the Texas Payday Act, Chapter 38 of the Texas
Civil Practices and Remedies Code, and any provision of the state or federal
Constitutions or Texas common law. This Release includes but is not limited to
any claims Roberts may have for salary, wages, severance pay, vacation pay, sick
pay, bonuses, benefits, pension, stock options, overtime, and any other
compensation or benefit of any nature. This release also includes but is not
limited to all common law claims including but not limited to claims for
wrongful discharge, breach of express or implied contract, implied covenant of
good faith and fair dealing, intentional infliction of emotional distress,
defamation, conspiracy, invasion of privacy, and/or tortious interference with
current or prospective business relationships. Furthermore, Roberts relinquishes
any right to re-employment with RadioShack or the Released Parties. Roberts also
relinquishes any right to further payment or benefits under any employment
agreement, benefit plan or severance arrangement maintained or previously or
subsequently maintained by RadioShack or any of the Released Parties or any of
its respective predecessors or successors, except that he does not release any
rights he has under Section 5 of the Transition Agreement. Roberts also does not
release his right to enforce the terms of this Release, the Transition Agreement
or the Consulting Agreement described in Section 2 of the Transition Agreement
(the "Consulting Agreement") or his right to indemnification and advancement of
expenses under any agreement he has entered into with RadioShack, under
RadioShack's charter or by-laws or under any insurance policy maintained by
RadioShack that is applicable to its directors and officers.
2. RadioShack's Release. RadioShack hereby unconditionally releases
and discharges Roberts from any and all Claims that RadioShack has as of the
date of this Release, so long as he acted in good faith and in the best
interests of RadioShack and his conduct was not unlawful or illegal. However,
RadioShack will not release its right to enforce the terms of this Release, the
Transition Agreement, the Consulting Agreement or the Confidentiality Agreement
described in Section 12 of the Transition Agreement (the "Confidentiality
Agreement").
3. No Claims Against Released Parties. Roberts warrants and
represents that he will not bring any claim or lawsuit against RadioShack or any
of the Released Parties related to any matters released by Roberts under Section
1 of this Release. Roberts agrees that if he brings or asserts any such action
or lawsuit other than one asserting rights under the Older Workers Benefit
Protection Act (the "OWBPA"), he shall pay all costs and expenses, including
reasonable attorneys' fees, incurred by RadioShack or the Released Parties in
dismissing or defending the action or lawsuit. Nothing in this provision,
however, shall be interpreted to prevent Roberts from bringing a claim or
lawsuit to enforce the terms of this Release, the Transition Agreement or the
Consulting Agreement.
4. No Claims Against Roberts. RadioShack warrants and represents that
it will not bring any claim or lawsuit against Roberts related to any matters
released by RadioShack under Section 2 of this Release. RadioShack agrees that
if it brings or asserts any such action or lawsuit, it shall pay all costs and
expenses, including reasonable attorneys' fees, incurred by Roberts in
dismissing or defending the action or lawsuit. Nothing in this provision,
however, shall be interpreted to prevent RadioShack from bringing a claim or
lawsuit to enforce the terms of this Release, the Transition Agreement, the
Consulting Agreement or the Confidentiality Agreement.
5. Breach of this Agreement. If a court of competent jurisdiction
determines that either party has breached or failed to perform any part of this
Release, the parties agree that the non-breaching party shall be entitled to
injunctive relief to enforce this Release and that the breaching party shall be
responsible for paying the non-breaching party's costs and attorneys' fees
incurred in enforcing this Release. This Section does not apply to any claims
Roberts may have regarding his rights under the OWBPA.
6. Severability. If any provision of this Agreement is held by a
court of competent jurisdiction to be invalid, void or unenforceable, the
remaining provisions shall nevertheless continue in full force and effect.
7. Ambiguities in this Release. The parties acknowledge that this
Release has been drafted, prepared, negotiated and agreed to jointly, with
advice of each party's respective counsel, and to the extent that any ambiguity
should appear, now or at any time in the future, latent or apparent, such
ambiguity shall not be resolved or construed against either party.
8. Confidentiality. Except as required by law or the New York Stock
Exchange, each of the parties agrees to keep confidential the specific terms of
this Release, and shall not disclose the terms of this Release to any person
except Roberts wife and the financial, tax and legal advisors of Roberts and
RadioShack (and the Board of Directors of RadioShack). This Release may be
disclosed in, or filed as an exhibit to, any filing required under any
securities laws or the New York Stock Exchange listing standards to be made by
RadioShack.
9. Notices. All notices and other communications hereunder will be in
writing. Any notice or other communication hereunder shall be deemed duly given
if it is sent by registered or certified mail, return receipt requested, postage
prepaid, and addressed to the intended recipient as set forth:
If to Roberts, to his current residence address maintained in
RadioShack's records.
With copy to:
Allan Howeth
Cantey & Hanger, L.L.P.
Burnett Plaza, Suite 2100
801 Cherry Street, Unit # 2
Fort Worth, Texas 76102-6881
If to RadioShack:
RadioShack Corporation
Mail Stop CF3-203
300 RadioShack Circle
Fort Worth, Texas 76102
Attention: General Counsel
Any party may send any notice or other communication hereunder to the intended
recipient at the address set forth using any other means (including personal
delivery, expedited courier, messenger services, telecopy (sent to RadioShack at
817-415-2697), ordinary mail or electronic mail), but no such notice or other
communication shall be deemed to have been duly given unless and until it is
actually received by the intended recipient. Any party may change the address to
which notices and other communications hereunder are to be delivered by giving
the other Party notice in the manner set forth herein.
10. Counterpart Agreements. This Release may be executed in multiple
counterparts, whether or not all signatories appear on these counterparts, and
each counterpart shall be deemed an original for all purposes.
11. Choice of Law. This Release shall be deemed performable by all
parties in, and venue shall be in the state or federal courts located in,
Tarrant County, Texas and the construction and enforcement of this Release shall
be governed by Texas law without regard to its conflict of laws rules.
12. No Assignment of Claims. Roberts represents and warrants that he
has not transferred or assigned to any person or entity any Claim involving
RadioShack or the Released Parties or any portion thereof or interest therein.
13. Entire Agreement. This Release sets forth the entire agreement
between the parties, and, except as otherwise provided herein, fully supersedes
any and all prior agreements, understandings, or representations between the
parties pertaining to the subject matter of this Release.
14. Binding Effect of Release. This Release shall be binding upon
Roberts, RadioShack and their heirs, administrators, representatives, executors,
successors and permitted assigns.
15. Time to Sign and Return Release. Roberts acknowledges and agrees
that he first received the original of this Release on or before ________ __,
____. Roberts also understands and agrees that he has been given at least 21
calendar days from the date he first received this Release to obtain the advice
and counsel of the legal representative of his choice and to decide whether to
sign it. Roberts acknowledges that he has been advised and has sought the advice
of his own counsel. Roberts understands that he may sign this Release at any
time on or before the expiration of this 21-day period. Roberts also understands
that for seven calendar days after he signs this Release he has the right to
revoke it, and that this Release will not become effective and enforceable until
after the expiration of this seven-day period in which he did not exercise his
right of revocation. Roberts specifically understands and agrees that any
attempt by him to revoke this Release after the seven-day period has expired is,
or will be, ineffective. Roberts represents and agrees that he has thoroughly
discussed all aspects and effects of this Release with his attorney, that he has
had a reasonable time to review this Release, that he fully understands all the
provisions of this Release and that he is voluntarily entering into this
Release. BY SIGNING THIS RELEASE, ROBERTS ACKNOWLEDGES THAT HE HAS CAREFULLY
READ THIS RELEASE, THAT HE UNDERSTANDS ALL OF ITS TERMS, AND THAT HE IS ENTERING
INTO IT VOLUNTARILY. HE FURTHER ACKNOWLEDGES THAT HE IS AWARE OF HIS RIGHTS TO
REVIEW AND CONSIDER THIS RELEASE FOR 21 DAYS AND TO CONSULT WITH AN ATTORNEY
ABOUT IT, AND STATES THAT BEFORE SIGNING THIS RELEASE, HE HAS EXERCISED THESE
RIGHTS TO THE FULL EXTENT THAT HE DESIRED. HE ALSO ACKNOWLEDGES THAT HE WILL BE
RECEIVING BENEFITS THAT HE WOULD NOT OTHERWISE BE ENTITLED TO RECEIVE EXCEPT BY
VIRTUE OF HIS ENTERING INTO THIS RELEASE.
[Signature Page to Follow]
The parties have duly executed this Release as of the date first
written above.
RADIOSHACK CORPORATION
--------------------------------------
By: __________________________________
Title: _______________________________
--------------------------------------
LEONARD H. ROBERTS
Exhibit 99.1
January 13, 2005
RSH-2005-002
For further information contact:
James M. Grant, Kay Jackson,
Senior Director, Investor Relations Senior Director, Public Relations
(817) 415-7833 (817) 415-3300
Or Media.relations@radioshack.com
Leah M. King
Director, Investor Relations
(817) 415-2909
investor.relations@radioshack.com
---------------------------------
RadioShack Corporation Announces Fourth Quarter 2004 Sales Results
Total Sales Up 7%, Comparable Store Sales Up 3%
Company Reaffirms 2004, 2005 Annual Earnings Guidance
Fort Worth, Texas (January 13, 2005) - RadioShack Corporation (NYSE: RSH) today
announced total sales of $1.59 billion for the quarter ended December 31, 2004
versus total sales of $1.49 billion for the quarter ended December 31, 2003, an
increase of 7%. RadioShack's fourth quarter 2004 comparable store sales grew by
3%.
"Sales gains in wireless, imaging and personal electronics were key factors in
driving our financial results," said Leonard Roberts, chairman and chief
executive officer. "I am very proud of our field organization and home office
associates for all their hard work during the fourth quarter and throughout the
year."
Total unaudited sales by department for the fourth quarter of 2004 were as
follows:
o Wireless Communications, up 13%, due primarily to higher sales of post-paid
offerings from Verizon and Sprint, prepaid products and service from Virgin
Mobile, and the Sam's Club channel.
o Wired Communications, down 15%, due to lower sales of telephones and
telephone accessories.
o Radio Communications, down 3%. Lower sales of most radio products were
largely offset by higher sales of scanners as a result of a harsh hurricane
season.
o Computer, up 27%, due to higher sales of digital imaging, networking, and
surveillance products.
o Home Entertainment, down 16%, due primarily to lower sales of accessories,
home audio and home video products.
o Power and Technical, up 5%. Higher sales of power products and tools were
partially offset by lower sales across the technical portion of the
department portfolio.
o Personal electronics/toys/music, up 12%. Higher sales of satellite radio
and memory players were partially offset by lower sales of radio-controlled
toys.
Sales excluding the wireless department rose 3%. This was a significant
sequential improvement from the declines of the first three quarters of 2004,
and a positive result of the company's continued efforts to transition its
product assortment.
"We produced respectable sales not only by merchandise department, but also
across virtually all selling channels such as company stores, dealer stores,
Sprint and Sam's Club kiosks," Roberts said.
Fiscal year total sales were $4.84 billion in 2004 versus $4.65 billion in 2003,
an increase of 4%. Comparable store sales for fiscal year 2004 increased 3%.
RadioShack reaffirms its fiscal year 2004 earnings per share guidance of $2.07
to $2.09. In addition, the company reaffirms its fiscal year 2005 earnings per
share guidance of 19% to 21% above fiscal year 2004.
Today at 9:00 a.m. ET, management will host a conference call for interested
investors followed by a question and answer period. The public is invited to
listen to the call live on the Internet at www.radioshackcorporation.com on the
Investor Relations page. The call will be replayed on the web site until
February 9, 2005 at 11:59 p.m. ET. Statements made in this news release which
are forward-looking involve risks and uncertainties and are indicated by words
such as "reaffirms" and other similar words or phrases. These uncertainties
include, but are not limited to, economic conditions, product demand,
competitive products and pricing, availability of products, the regulatory
environment and other risks indicated in filings with the S.E.C. such as
RadioShack's most recent Forms 10-K and 10-Q.
Fort Worth, Texas-based RadioShack Corporation (NYSE: RSH) is the nation's most
trusted consumer electronics specialty retailer of wireless communications,
electronic parts, batteries and accessories, as well as other digital technology
products and services. With nearly 7,000 RadioShack stores and dealer outlets
nationwide, it is estimated that 94 percent of all Americans live or work within
five minutes of one of them. The company's knowledgeable sales associates and
brand position - "You've got questions. We've got answers.(R)" - support
RadioShack's mission to demystify technology in every neighborhood in America.
For more information on the company, visit the RadioShack Corporation web site
at www.radioshackcorporation.com. For more information on RadioShack products
and services, visit its e-commerce web site at www.radioshack.com.
Exhibit 99.2
Laura Moore or James Grant or
Kay Jackson Leah King
RadioShack Media Relations RadioShack Investor Relations
(817) 415-3300 (817) 415-7833
Media.Relations@RadioShack.com Investor.Relations@RadioShack.com
RadioShack's Leonard Roberts to Transition CEO Role,
Continue as Executive Chairman
President and Chief Operating Officer David Edmondson Promoted to CEO
Fort Worth, Texas (January 13, 2005) - After more than a decade of working side
by side - first turning around the RadioShack Retail Division and then
re-invigorating RadioShack Corporation - Leonard Roberts, chairman and chief
executive officer, and David Edmondson, president and chief operating officer,
will continue leading the company, only with different roles. Today, the Board
of Directors of RadioShack Corporation (NYSE: RSH) announced that Roberts, 55,
will transition out of the CEO role over the next four months and will continue
as executive chairman. The board selected Edmondson, 45, as the company's
President and CEO, effective at the annual shareholders meeting on May 19. The
CEO transition is a planned succession that follows Edmondson's promotion to
president and COO in December 2000. Edmondson was also elected to the company's
board of directors.
"I knew from the first time I met Dave that he could someday become CEO of
RadioShack," said Roberts. "For the past 10 years, we've worked together to
bring increased value to RadioShack shareholders. We've developed an exciting
growth strategy, and with Dave leading the day-to-day operations, we're poised
to take the company to the next level. It's been gratifying for me to mentor
Dave and watch him grow into an exceptional leader and manager. His passion for
execution, coupled with his vision and strategic prowess, is just what we need
to deliver on our Solutions Strategy."
Two years ago, the board of directors approved the company's Solutions Strategy
that was developed by Roberts and Edmondson - "To dominate cost effective
solutions to meet everyone's routine electronics needs and families' distinct
electronics wants." This multi-year growth strategy is aimed at increasing
operating efficiencies, revitalizing RadioShack's retail experience, and
capitalizing on new initiatives that leverage the company's retail expertise. As
proof that the Solutions Strategy is gaining traction, the company has delivered
6 quarters of year-over-year EPS growth of at least 17%.
"Len and I have been working side by side for more than a decade - first turning
around the RadioShack Retail Division, then reinvigorating RadioShack
Corporation," said Edmondson. "It's been remarkable to be part of Len's team and
to help him revitalize an American icon. I feel fortunate to have learned from a
CEO who I, along with business leaders throughout the world, greatly admire. I
look forward to my continued working relationship with Len as he becomes
executive chairman of RadioShack."
Edmondson joined RadioShack in 1994 as vice president of marketing for the
Retail Division and has steadily advanced within the company. As COO, he
improved the company's supply chain management process, established a Retail
Services Division to leverage the company's core competencies to increase
revenue and profits, and negotiated and implemented mutually beneficial
strategic partnerships with Sprint, Hewlett-Packard, Verizon Wireless, Cingular
Wireless, T-Mobile and Sam's Club. Edmondson was also the architect behind the
development of the company's new store concept - an essential component of
improving the overall shopping experience.
As President and CEO, Edmondson will manage the overall performance of the
company, including leading the company to achieve its long-term goals, build an
effective executive team, and establish and maintain business relationships with
key industry partners.
"In order to continue executing the company's strategy, I have four simple
objectives, and they will be my top priorities as CEO," said Edmondson. "We will
improve the overall customer experience at RadioShack, rationalize and improve
the company's infrastructure, leverage our core skills and assets to produce new
sources of revenue and profits, and attract, retain and develop talented
employees who can contribute to our long-term growth. As our executive team
executes these priorities over the next several years, I believe we will deliver
superior value to both our customers and shareholders."
As executive chairman, Roberts will continue to help guide the company on
long-term strategic opportunities, represent the company with key industry,
civic and philanthropic constituents, and provide leadership to the board of
directors.
"This is an excellent time to transition the CEO job and day-to-day management
of the company to Dave," said Roberts. "I've never wanted to be an entrenched
CEO. I've been privileged to be a CEO for 20 years, with three different
publicly traded companies, and I'm proud of the fact that I've groomed a
successor who is ready to carry our strategy forward. The board and I have
successfully planned for this transition to leverage the strengths of both Dave
and myself. There is no better time than now for a CEO transition."
"It's a strong testament to Len that the Board selected Dave as RadioShack's
next CEO," said Thomas Plaskett, presiding director and chairman of the board's
corporate governance committee. "Len has groomed a solid successor who will
continue to lead the company with energy and passion. Dave seizes opportunities
to lead and wants the company and its shareholders to win. He has our utmost
support and confidence as he guides the organization to achieve the most
important priorities that will grow our business."
About RadioShack Corporation
Fort Worth, Texas-based RadioShack Corporation is the nation's most trusted
consumer electronics specialty retailer of wireless communications, electronic
parts, batteries and accessories as well as other digital technology products
and services. With nearly 7,000 stores nationwide, it is estimated that 94
percent of all Americans live or work within five minutes of a RadioShack store
or dealer. The company's knowledgeable sales associates and brand position --
"You've Got Questions. We've Got Answers." -- support RadioShack's mission to
demystify technology in every neighborhood in America. For more information on
the company, visit the RadioShack Corporation Web site at
http://www.RadioShackCorporation.com . For more information on RadioShack
products and services, visit its e-commerce Web site at
http://www.RadioShack.com .