RADIOSHACK CORPORATION 2009 INCENTIVE STOCK PLAN STOCK OPTION AGREEMENT
| Exhibit 10.3 | |
| Grant Date: ______________ | |
| Purchase Price $____ per Share |
RADIOSHACK
CORPORATION 2009 INCENTIVE STOCK PLAN
THIS AGREEMENT (this “Agreement”) is
effective as of the date set forth above (the “Grant Date”), between RadioShack
Corporation, a Delaware corporation (the “Company”), and the person (the
“Optionee”) named in the notice of grant of stock options (the “Notice”)
attached hereto, the provisions of which are incorporated herein by
reference. Capitalized terms used in this Agreement but not defined
herein shall have the meanings assigned to them in the RadioShack Corporation
2009 Incentive Stock Plan (the “Plan”).
WHEREAS, on February 19, 2009, the
Board of Directors of the Company approved the Plan to provide an additional
incentive to certain officers, key employees, directors, consultants and other
advisors of the Company and its Subsidiaries, and then directed that the Plan be
submitted to the stockholders of the Company for
approval;
WHEREAS, on May 21, 2009 the
stockholders of the Company approved the adoption of the Plan;
and
WHEREAS, the Committee responsible
for administration of the Plan has determined that it is in the best interests
of the Company and its stockholders to grant an Option to the Optionee as
provided herein;
NOW, THEREFORE, the Company and the
Optionee agree as follows:
1. Grant
of Option.
1.1 The Company hereby grants to the
Optionee the Option set forth on the Notice, subject to, and in accordance with,
the terms and conditions set forth in this Agreement.
1.2 The portion of the Option, if
any, identified in the Notice as an Incentive Stock Option is intended to
qualify as an Incentive Stock Option within the meaning of Section 422 of the
Code and shall be so construed; provided that nothing in this Agreement shall be
interpreted as a representation, guarantee or other undertaking on the part of
the Company that any portion of the Option is or will be determined to be an
Incentive Stock Option within the meaning of Section 422 of the
Code.
1.3 This Agreement shall be
construed in accordance and consistent with, and subject to the provisions of,
the Plan, the provisions of which are incorporated herein by
reference. In the event of a conflict between this Agreement and the
Plan, the Plan shall control.
1
2. Purchase
Price.
The price at which the Optionee
shall be entitled to purchase Shares upon the exercise of the Option shall be
the purchase price set forth at the top of this Agreement (the “Purchase
Price”).
3. Exercise
Term.
The Option shall be exercisable to
the extent and in the manner provided in Section 4 for a period of seven years
from the Grant Date (the “Exercise Term”); provided that the Option may expire
earlier as provided in Section 6.
4. Exercisability
of Option.
Unless otherwise provided in this
Agreement or the Plan, the Option shall entitle the Optionee to purchase on and
after the first anniversary of the Grant Date, in whole at any time or in part
from time to time, one-third of the total number of Shares underlying the
Option, and an additional one-third of the total number of Shares underlying the
Option on and after each of the second and third anniversaries of the Grant
Date, and each such right of purchase shall be cumulative and shall continue,
unless sooner exercised or the Option expires as herein provided, during the
remaining period of the Exercise Term. Any fractional number of
Shares resulting from the application of the fractions set forth in this Section
4 shall be rounded to the next higher or lower whole number of Shares, in the
third (and second, if necessary) year, but such rounding shall not result in the
Optionee having the right to purchase more than the total number of Shares
underlying the Option.
5. Manner
of Exercise and Payment.
5.1 Subject
to the terms and conditions of this Agreement and the Plan, the Option shall be
exercised by delivery of notice (the “Exercise Notice”) in writing in person, or
by facsimile or electronic means, or by certified mail, return receipt
requested, and to such person, entity and location, as may be designated by or
otherwise acceptable to the Secretary of the Company. The Exercise
Notice shall state that the Optionee is electing to exercise the Option and the
number of Shares in respect of which the Option is being
exercised. The Exercise Notice shall be signed or authorized by the
Optionee. If requested by the Committee, the Optionee shall (i)
deliver this Agreement to the Secretary of the Company, who shall endorse
thereon a notation of such exercise, and (ii) provide satisfactory proof as to
the right of the Optionee to exercise the Option. As used in this
Section 5, “delivery” means that the Exercise Notice and Purchase Price have
been received by the Company or its specified designee in accordance with
Section 5.2 prior to expiration of the Option as provided in Section
6.1.
5.2 The
Exercise Notice shall be accompanied by the full Purchase Price for the Shares
in respect of which the Option is being exercised, in cash, by certified check
or in such other manner not inconsistent with the provisions of the Plan as may
be designated by the Committee, or, in the discretion of the Committee, in whole
or in part, by transferring Shares to the Company having a Fair Market Value on
the most recent trading day preceding the date of exercise equal to the cash
amount for which such Shares are substituted.
5.3 Upon
timely receipt of the Exercise Notice and full payment of the Purchase Price for
the Shares in respect of which the Option is being exercised, the Company
shall,
2
subject to the
terms of the Plan, take such action as may be necessary to effect the issuance
to the Optionee of the number of Shares as to which such exercise was
effective.
5.4 The
Optionee shall not be deemed to be the holder of, or to have any of the rights
of a holder with respect to, any Shares underlying the Option until (i) the
Optionee exercises the Option pursuant to the terms of this Agreement and pays
the full Purchase Price for the number of Shares in respect of which the Option
was exercised, and (ii) the Company issues and delivers such Shares to the
Optionee or to a broker approved by the Company, whereupon the Optionee shall
have full voting and other ownership rights with respect
thereto.
6. Expiration
of Option.
6.1 The
Option shall expire and become null and void upon the first to occur
of:
a) the expiration of three months
after the Optionee ceases to be employed by the Company or any of its
Subsidiaries for any reason other than termination for one of the reasons set
forth in Section 6.1 b), c) or d);
b) the expiration of three years
since the Optionee's (i) termination of employment by reason of death or
Disability, as defined below, or (ii) retirement at age 55 or older
(“Retirement”);
c) the first anniversary of the
Optionee's termination of employment following a Change in
Control;
d) the Optionee's termination of
employment for Cause; or
e) the end of the Exercise
Term.
For purposes of this Agreement,
“Cause” shall mean 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, and “Disability” shall
mean the suffering from a physical or mental condition which, in the opinion of
the Committee based upon appropriate medical advice and examination and in
accordance with rules applied uniformly to all employees of the Company, totally
and permanently prevents the Optionee from performing the customary duties of
his or her regular job with the Company or the applicable Subsidiary. Except
as provided in Section 6.2 and if the Optionee’s employment were to be
terminated for Cause (in which case the Option shall immediately become null and
void in its entirety), only those portions of the Option exercisable as of the
date of termination of the Optionee's employment may be
exercised.
In the event of the Optionee's
death, the Option shall be exercisable, to the extent provided in the Plan and
this Agreement, by the legatee under the Optionee’s will or by the Optionee's
personal representative or distributee and such person shall be substituted for
the Optionee each time the Optionee is referred to
herein.
6.2 Notwithstanding
the provisions of Section 4:
a) upon the Optionee's death or
Disability, the Option shall immediately become fully exercisable and shall
remain so until the expiration of the period provided in Section
6.1;
3
b) upon the Optionee's Retirement,
the Option shall immediately become fully exercisable, provided that the
Optionee has held the Option for a period of at least 12 months from the Grant
Date, and shall remain so until the expiration of the period provided in Section
6.1; and
c) upon any Change in Control, the
Option shall become exercisable as provided in Section
7.
7. Effect
of Change in Control.
Notwithstanding anything contained
in this Agreement to the contrary, in the event of a Change in Control, (i) the
Option shall immediately become fully exercisable for the entire number of
Shares covered thereby through the expiration of the applicable period specified
in Section 6.1, and (ii) the Optionee will be permitted to surrender for
cancellation, within 60 days after the Change in Control, all or any portion of
the Option not yet exercised, and the Optionee will be entitled to receive
immediately a cash payment in an amount equal to the excess, if any, of (A) the
Fair Market Value on the most recent trading day preceding the date of the
surrender of the Shares underlying the Option or portion thereof surrendered,
over (B) the aggregate Purchase Price of the Shares underlying the Option or
portion thereof surrendered.
8. Non-transferability.
The Option shall not be transferable
other than by will or by the laws of descent and distribution. During the
lifetime of the Optionee, the Option shall be exercisable only by the Optionee
or the Optionee's personal representative.
9. No
Right to Continued Employment.
Nothing in this Agreement or the
Plan shall be interpreted or construed to confer upon the Optionee any right or
contract with respect to continued employment by the Company or any Subsidiary,
nor shall this Agreement or the Plan interfere in any way with the right of the
Optionee’s employer to terminate the Optionee's employment at any
time.
10. Adjustments.
In the event of a Change in
Capitalization, the Committee shall make appropriate adjustments to the number
and class of Shares underlying the Option and the Purchase Price for such
Shares. Any such adjustment shall be made in accordance with the
provisions of the Plan and shall be effective, final, binding and conclusive for
all purposes of the Plan and this Agreement.
11. Effect
of Certain Transactions.
Subject to Section 7, upon the
effective date of (i) the liquidation or dissolution of the Company, or (ii) a
merger or consolidation of the Company (in the case of (i) or (ii), a
“Transaction”), the Option shall continue in effect in accordance with its
terms, except that after the Transaction, upon exercise of the Option and
payment of the Purchase Price the Optionee shall only be entitled to receive,
with respect to each Share underlying the Option, the
same
4
amount and kind of
stock, securities, cash, property or other consideration that a holder of a
Share was entitled to receive in the Transaction.
12. Withholding
of Taxes and Notice of Disposition.
12.1 The
Company shall have the right to deduct from any distribution of cash to the
Optionee an amount equal to the Withholding Tax with respect to the
Option. If the Optionee experiences a Taxable Event in connection
with the receipt of Shares pursuant to an Option exercise, the Company shall
withhold a portion of the Shares then issuable to the Optionee having an
aggregate Fair Market Value, on the most recent trading day preceding the date
of the exercise of the Option, equal to the Withholding
Tax.
12.2 If
in connection with an exercise of an Incentive Stock Option, (i) within the
two-year period commencing on the day after the Grant Date or (ii) within the
one-year period commencing on the day after the date of issuance of Shares to
the Optionee, the Optionee makes a disposition (within the meaning of Section
424(c) of the Code and regulations promulgated thereunder) of any Shares issued
to the Optionee pursuant to such exercise, the Optionee shall, within 10 days
after such disposition, notify the Company thereof by delivery of written notice
to the Secretary of the Company, and immediately deliver to the Company the
amount, if any, of Withholding Tax due as a result of such
disposition.
13. Optionee
Bound by the Plan.
The Optionee hereby acknowledges
receipt of a copy of the Plan and agrees to be bound by all the terms and
provisions thereof. The Optionee hereby acknowledges receipt of the
prospectus regarding the offering and sale of the Shares pursuant to the
Plan.
14. Severability.
Should any provision of this
Agreement be held by a court of competent jurisdiction to be unenforceable or
invalid for any reason, the remaining provisions of this Agreement shall not be
affected by such holding and shall continue in full force in accordance with
their terms.
15. Governing
Law and Forum.
The validity, interpretation,
construction and performance of this Agreement shall be governed by the laws of
the State of Texas without giving effect to the conflicts of law principles
thereof. Any suit brought under this Agreement shall only be brought
in the appropriate state or federal court located in Tarrant County,
Texas.
16. Successors
in Interest.
This Agreement shall inure to the
benefit of, and be binding upon, any successor of the Company. This
Agreement shall inure to the benefit of the Optionee’s personal
representative. All obligations imposed upon the Optionee and all
rights granted to the Company under this Agreement shall be effective, final,
binding and conclusive for all purposes upon the Optionee’s heirs, executors,
administrators and personal representatives.
5
17. Resolution
of Disputes.
Any dispute or disagreement which
may arise under, or as a result of, or in any way relate to, the interpretation,
construction or application of this Agreement shall be resolved by the
Committee. Any resolution made hereunder by the Committee shall be
effective, final, binding and conclusive on the Optionee and the Company for all
purposes.
18. Entire Agreement; Amendment.
This Agreement, together with the
documents incorporated herein by reference, represents the entire agreement
between the parties with respect to the subject matter hereof. The
Committee may terminate, amend or modify this Agreement, provided that no such
termination, amendment or modification may in any way adversely affect the
Optionee’s rights under this Agreement without the Optionee’s written
approval.
19. Acceptance.
Unless the Optionee notifies the
Company in writing within 30 days after the date the Company mailed or delivered
this Agreement to the Optionee that the Optionee does not accept the terms of
this Agreement, the Optionee shall be deemed to have accepted, and be bound by,
the terms of this Agreement.
6