EX-10.23

    exhibit1023.htm
    
    
    

EX-10.43

Exhibit 10.43

SECOND AMENDED AND RESTATED

RADIOSHACK CORPORATION

OFFICER’S SUPPLEMENTAL

EXECUTIVE RETIREMENT PLAN

RadioShack Corporation, a Delaware corporation ("RadioShack"), hereby amends and restates, effective as of December 31, 2010, the First Amended and Restated RadioShack Corporation Officer’s Supplemental Executive Retirement Plan (as restated herein, the “Plan”) in order to satisfy the requirements of section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Unless otherwise indicated, all “section” or “Code” references are to the Code and the Treasury Regulations related thereto, as may be amended from time to time, promulgated under the authority of the applicable Code section and, in each case, any successor provisions thereto.

RadioShack intends that this Plan, as amended and restated, applies solely to compensation earned or vested on or after January 1, 2005, including any earnings thereon, to the extent such compensation was not paid or distributed prior to December 31, 2010.  Further, it is the intent of the RadioShack that this Plan, as amended and restated, shall have no effect whatsoever on any benefits earned and vested on or before December 31, 2004, including any earnings thereon, and the parties intend that such benefits remain exempt from Code section 409A.

ARTICLE ONE

PURPOSE

Section 1.1                      The purpose of this Plan is to enable RadioShack Corporation and its subsidiaries to provide key executive personnel certain death and retirement benefits.

ARTICLE TWO

DEFINITIONS

Section 2.1                      Beneficiary.  The recipient(s) designated (in accordance with Article Seven) by a Participant in the Plan to whom benefits are payable following his death.

Section 2.2                      Benefit Service Year.  The service that is used to determine a Participant’s Plan Benefit under this Plan.  Each Participant shall be granted one-twelfth of a year of Benefit Services Year for each full or partial calendar month of his employment with RadioShack commencing on the date of his appointment as an officer of RadioShack and ending with the date termination of employment with RadioShack or the cessation of service as an officer of RadioShack, whichever shall first occur.  Determination of Benefit Service Years shall be subject to the following:

(i)  Separate years of Participant’s service with RadioShack as an officer shall be aggregated for purposes of determining Benefit Service Years.

(ii)  A Participant’s authorized Leave of Absence will not interrupt continuing of employment of a Participant as an officer for purposes of the Plan.

Section 2.3                      Benefit Service Years Credit. A Participant’s Benefit Service Years Credit shall be equal to 2.5% multiplied by the Participant’s Benefit Service Years.  In no event shall a Participant’s Benefit Service Years Credit exceed 50%.

Section 2.4                      Change in Control.  For purpose of the Plan, a “Change in Control” shall mean any of the following events:

(a)           An acquisition (other than directly from RadioShack (the “Company” for purposes of this definition)) 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.

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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 January 1, 2006, 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 solic itation 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)           The consummation of:

(i)           A merger, consolidation, reorganization or other business combination with or into the Company or in which securities of the Company are issued, unless

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

(B) the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation, reorganization or other business combination constitute at least two-thirds of the members of the board of directors of the Surviving Corporation, or a corporation beneficially directly or indirectly owning a majority of the combined voting power of the outstanding voting securities of the Surviving Corporation, or

(C) no Person other than (i) the Company, (ii) any Subsidiary, (iii) any employee benefit plan (or any trust forming a part thereof) that, immediately prior to such merger, consolidation, reorganization or other business combination was maintained by the Company, the Surviving Corporation, or any Subsidiary, or (iv) any Person who, immediately prior to such merger, consolidation, reorganization or other business combination 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

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

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(iii)           The sale or other disposition of all or substantially all of the assets of the Company to any Person (other than (i) any such sale or disposition that results in at least fifty percent (50%) of the Company’s assets being owned by one or more subsidiaries or (ii) a distribution to the Company’s stockholders of the stock of a subsidiary or any other assets).

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 then outstanding Voting Securities (X) 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 subsection (X)) 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, or (Y) and such Subject Person (1) within fourteen (14) Business  Days (or such greater period of time as may be determined by action of the Board) after such Subject Person would otherwise have caused a Change in Control (but for the operation of this clause (Y)), such Subject Person notifies  the Board that such Subject Person did so inadvertently, and (2) within seven (7) Business Days after such notification (or such greater period of time as may be determined by action of the Board), such Subject Person divests itself of a sufficient number of Voting Securities so that such Subject Person is no longer the Beneficial Owner of more than the permitted amount of the outstanding Voting Securities.

Notwithstanding the foregoing, for purposes of Section 5.3 hereof, the second and third (but not the first) sentences in Section 8.5(a) hereof, and for purposes of Sections 8.5(b) and 8.6 hereof, a Change in Control shall occur with respect to a Participant only upon the occurrence of an event that both (a) constitutes a Change in Control under the above definition and (b) constitutes a change in control event for purposes of Code section 409A.

Section 2.5                      Committee.  The Management Development and Compensation Committee (or any successor committee under any different name) of the Board of Directors of RadioShack.

Section 2.6                      Disability.  A physical or mental condition which, in the sole opinion of the Committee, totally and permanently, prevents a Participant from substantially performing duties for which such Participant is suited to perform either by education or training, or if such Participant is on a Leave of Absence when such condition develops, substantially performing duties for which such Participant is suited to perform either by education or training.  A determination that Disability exists shall be based upon competent medical evidence satisfactory to the Committee.  The dat e that any person’s Disability occurs shall be deemed to be the date such condition is determined to exist by the Committee.

Section 2.7                      Employee.  A regular full-time executive employee of RadioShack serving as either a RadioShack Corporate, RadioShack Division or RadioShack subsidiary officer.

Section 2.8                      Highest Average Plan Compensation.  The average annual Plan Compensation earned by the Participant for the five consecutive highest-paid Plan years while a Participant. This average shall be computed by dividing the total of the Participant’s Plan Compensation for such five Plan Years by the number of years in such five Plan Years for which the Participant had Plan Compensation.

Section 2.9                      Leave of Absence.  Any period during which:

(a)           an Employee is absent with the prior consent of RadioShack, which consent shall be granted under uniform rules applied to all Employees on a nondiscriminatory basis, but only if such person (i) is an Employee immediately prior to the commencement of such period of authorized absence and resumes employment with RadioShack not later than the first working day following the expiration of such period of authorized absence or (ii) enters into a contract with RadioShack prior to the absence which provides a right for the Employee to return to work following the Leave of Absence, upon such terms and conditions as RadioShack may provide in its sole discretion.  For purposes of clarification, nothing in this Section 2.9(a) shall obligate or require RadioShack to enter into an y contract with any Employee or other person; or

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(b)           an Employee who is on “qualified military service” as defined under the Uniformed Services Employment and Reemployment Rights Act of 1994, but only if such person is an Employee immediately prior to his qualified military service and resumes employment with RadioShack within the period during which his reemployment rights are guaranteed by law.

Section 2.10                                Monthly Plan Benefit Amount.  A monthly amount equal to the Participant’s Plan Benefit, as may be adjusted pursuant to Section 5.1(b) or (c) or Sections 5.2, 8.4, or 8.5 divided by 120.

Section 2.11                      Participant.  An Employee who has been selected by the Committee and has accepted a Plan Agreement as provided in Article Three.

Section 2.12                      Plan Agreement.  The agreement between RadioShack and a Participant, entered into in accordance with Article Three, as may be amended from time to time hereunder.

Section 2.13                      Plan Year.  The twelve month period beginning on January 1 and ending December 31, commencing with calendar year January 1, 1998 through December 31, 1998.

Section 2.14                      Plan Benefit.  An amount equal to the Participant’s Benefit Service Years Credit multiplied by the Participant’s Highest Average Plan Compensation multiplied by 10.

Section 2.15                      Plan Compensation.  The Participant’s annual base salary and any annual bonus earned by the Participant during a Plan Year.  Plan Compensation shall include any portion of the Participant’s base salary and bonus that is not includible in taxable income because of a deferral election under any plan maintained by RadioShack.

Section 2.16                      RadioShack.  RadioShack Corporation, a Delaware corporation, and those subsidiary corporations in which RadioShack owns at least  fifty one percent (51%) of the total combined voting power of all classes of stock entitled to vote.

Section 2.17                      RadioShack Subsidiary.  Any corporation in which RadioShack owns at least fifty one percent (51%) of the total combined voting power of all classes of stock entitled to vote.

Section 2.18                      Retirement.  The following classifications of Retirement as referred to in this Plan are as follows:

(a)           Early Retirement.  A Participant’s voluntary election to terminate employment, as opposed to an involuntary termination by RadioShack, on or after attaining age fifty five (55) but prior to attaining age sixty-five (65).

(b)           Normal Retirement.  A Participant's termination from employment with RadioShack upon attaining age sixty five (65).

(c)           Late Retirement.  A Participant's termination from employment with RadioShack after attaining age sixty five (65).”

For this purpose, a Participant’s termination from employment will occur on the date of the Participant’s Separation from Service, and notwithstanding anything contained herein to the contrary, the date on which such Separation from Service takes place shall be the date of Retirement.

Section 2.19                      Separation from Service.  A Participant’s “separation from service” from RadioShack shall fall within the meaning set forth in Code section 409A.

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ARTICLE THREE

SELECTION OF PARTICIPANTS AND

AGREEMENT TO PARTICIPATE

Section 3.1                      Existing Participants.   The Plan is in addition to the RadioShack Corporation Officer’s Deferred Compensation Plan, the Salary Continuation Plan for Executive Employees of RadioShack Corporation, the Special Compensation Plan No.1 for RadioShack Corporation Executive Officers, and the Special Compensation Plan No. 2 for RadioShack Corporation Executive Officers (collectively, the “Salary Continuation Plans”).  The Salary Continuation Plans have certain participants who, as of December 31, 2005, have been selected by the Committee, in its sole, absolute and exclusive discretion, to be Plan Participants and to have their benefits transferred from the respective Salary Continuation Plans to the Plan by virtue of new Plan Agreements. Upon execution of new Plan Agreements, these Participants will no longer be participants in their respective Salary Continuation Plans and will be Plan Participants.

Section 3.2                      New Participants.  On and after January 1, 2006, the Committee, in its sole, absolute and exclusive discretion, shall select, from among the key executive employees of RadioShack who are serving as either a RadioShack Corporate, RadioShack Division or a RadioShack Subsidiary officer, candidates for participation in the Plan.

ARTICLE FOUR

NO FUNDING OF PLAN BENEFITS

Section 4.1                      All benefits under the Plan or a Plan Agreement represent an unsecured promise to pay by RadioShack Corporation. The Plan shall be unfunded and the benefits hereunder shall be paid only from the general assets of RadioShack Corporation resulting in the Participants having no greater rights than RadioShack Corporation’s general creditors; provided, however, nothing herein shall prevent or prohibit RadioShack Corporation from establishing a trust or other arrangement for the purpose of providing for the payment of the benefits payable under the Plan or Plan Agreement.

ARTICLE FIVE

BENEFITS PAYABLE TO PARTICIPANTS AND

TO BENEFICIARIES OF PARTICIPANTS

Section 5.1                      Subject to the terms and conditions of the Plan, upon the Retirement of a Participant, RadioShack agrees to pay to Participant a Retirement benefit as follows:

(a)           Normal Retirement.  If a Participant retires at the date of Normal Retirement, then RadioShack agrees to pay to Participant or to the designated Beneficiary of Participant in the event of the death of Participant prior to the termination of payment of Normal Retirement benefits hereunder, all from its general assets, an amount equal to such Participant’s Plan Benefit, such sum to be paid as set forth in Section 5.3 hereof.

(b)           Early Retirement.  If a Participant retires at a time that constitutes an Early Retirement, then RadioShack agrees to pay to Participant or to the designated Beneficiary of Participant in the event of the death of Participant prior to the termination of payment of Early Retirement benefits hereunder, all from its general assets, an amount equal to such Participant’s Plan Benefit, reduced by five percent (5%) per year for each year that Early Retirement precedes the date of Normal Retirement.  Such year shall be a fiscal year beginning on the date a Participant attains age fifty-five (55).  Any reduction for a part of a year shall be prorated on a daily basis assuming a 365-day year. 0; Such amount shall be paid as set forth in Section 5.3 hereof.

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(c)           Late Retirement.  If a Participant retires at a date that constitutes Late Retirement, then RadioShack agrees to pay to Participant or to the designated Beneficiary of Participant in the event of the death of Participant prior to the termination of payment of Late Retirement benefits hereunder, all from its general assets, an amount equal to such Participant’s Plan Benefit, reduced by a percentage determined as follows:

Age on Date of	Percent of Reduction
Late Retirement	of Plan Benefit Amount
66	0%
67	0%
68	0%
69	0%
70	0%
71	20%
72	40%
73	60%
74	80%
75	100%

The percent of reduction of a Participant’s Plan Benefit shall be measured on a fiscal year beginning on the date of Participant’s date of birth and shall commence on the day after the date a Participant attains age 70, and any reduction for a part of a year shall be prorated on a daily basis at the applicable percentage assuming a 365-day year.  Such amount shall be paid as set forth in Section 5.3 hereof.

Section 5.2                      Subject to the terms and conditions of the Plan, upon the death of a Participant, but only if the Participant is an Employee of RadioShack at his death (except as set forth in Section 5.2(b) below) and is not being paid benefits pursuant to a Plan Agreement at such time, RadioShack agrees to pay to his Beneficiary from its general assets an amount equal to such Participant’s Plan Benefit. Such amount shall be paid as set forth in Section 5.3 hereof with respect to such benefits; however, it is further provided that:

(a)           if a Participant dies while an Employee of RadioShack after the date of his Normal Retirement, then the amount payable to his Beneficiary upon a Participant’s death shall be reduced as set forth in Section 5.1(c) hereof; and

(b)           the death of a Participant within the first year after involuntary termination of employment with RadioShack as provided in Section 8.6 shall not defeat the right of such Participant’s Beneficiary to receive benefits under this Section 5.2 so long as an event described in Section 8.5(a) or (b) occurs within one year of the date of termination of the Participant’s employment.

Section 5.3                      Except as provided in Section 8.5, the Plan Benefit due and payable to a Participant or his Beneficiary, as the case may be, upon the Normal Retirement, Early Retirement, or the Late Retirement of a Participant, or upon the death of a Participant, shall be paid in one hundred twenty (120) equal monthly installments in an amount equal to the Participant’s Monthly Plan Benefit Amount, commencing on the first business day of the seventh month following the date of the Participant’s Retirement or, if earlier, on the date of the Participant's death.  Notwithstanding the foregoing, in the event of a Change in Control, amounts payable to a Participant or his Beneficiary shall be paid in the amount and manner specified in Sections 8.5 and 8.6.

Section 5.4                      Until actually paid and delivered to the Participant or to the Beneficiary entitled to same, none of the benefits payable by RadioShack under this Plan or any Plan Agreement shall be liable for the debts or liabilities of either the Participant or his Beneficiary, nor shall the same be subject to seizure by any creditor of the Participant or his Beneficiary under any writ or proceeding at law, in equity or in bankruptcy.  Further, no Participant or Beneficiary shall have power to sell, assign, transfer, encumber, or in any manner anticipate or dispose of the benefits to which he is entitled or may become entitled under the Plan or any Plan Agreement.

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Section 5.5

(a)           During the period that Participant is receiving benefits under a Plan Agreement and for one (1) year after cessation of payment of benefits, Participant agrees that he will not, either directly or indirectly, within the United States of America or in any country of the world that RadioShack (or a RadioShack Subsidiary) or one of its dealers or franchisees sells Consumer Electronic Products (as hereinafter defined) at retail, own, manage, operate, join, control, be employed by, be a consultant to, be a partner in, be a creditor of, engage in joint operations with, be a stockholder, officer or director of any corporation, sole proprietorship or business entity of any type, or participate in the ownership, management, direction, or control or in any other manner be connected with , any business selling Consumer Electronic Products at retail which is at the time of Participant’s engaging in such conduct competitive with such products sold by RadioShack except as a stockholder owning less than five percent (5%) of the shares of a corporation whose shares are traded on a stock exchange or in the over-the-counter market by a member of the National Association of Securities Dealers.  “Consumer Electronic Products” are those type of products sold at the retail level to the ultimate customer as are advertised by RadioShack.  The manufacture of Consumer Electronic Products or the sale of Consumer Electronic Products at levels of distribution other than the retail level is not considered a violation of this covenant.

(b)           In the event that a Participant engages in any of the activities described in Section 5.5(a), RadioShack will give notice to the Participant specifying in detail the alleged violation of Section 5.5(a).  Participant will be allowed ninety (90) days to cure such default.  If the Committee feels there is continuing competition, then, without any further notice or opportunity to cure, and upon determination by the Committee that such a Participant is engaged in such activities, such Committee’s decision to be conclusive and binding upon all concerned, and notwithstanding any other provisions of the Plan or of the Plan Agreement with such Participant, RadioShack’s obligation to a Participant to pay any benefits hereunder shall automatically cease an d terminate and RadioShack shall have no further obligation to such Participant or Beneficiary pursuant to the Plan or the Plan Agreement.  RadioShack may also enforce this provision by suit for damages which shall include but not be limited to all sums paid to Participant hereunder, or for injunction, or both.

Section 5.6                      RadioShack may liquidate out of the interest of a Participant hereunder, but only as Retirement or death benefits become due and payable hereunder, any outstanding loan or loans or other indebtedness of Participant made in the ordinary course of the employment relationship, provided that (i) the entire amount of reduction in such benefit in any taxable year of RadioShack shall not exceed $5,000, and (ii) the reduction shall be made at the same time and in the same amount as the loan or other indebtedness otherwise would have been due and collected from the Participant.

Section 5.7                      Subject to termination or amendment of the Plan, Plan Agreement, or both, and subject to the requirements of Code section 409A, a Participant's participation in the Plan shall continue during his Disability or his taking a Leave of Absence notwithstanding the status of the Participant’s employment with RadioShack.  Subject to the requirements of Code section 409A, a Participant who is Disabled or on Leave of Absence shall notify RadioShack of his date of Retirement in such manner as may be specified by RadioShack.  Such notice shall be deemed to be received when actually received by RadioShack in the manner specified.

Section 5.8                      Notwithstanding anything in the Plan to the contrary, the Committee, in its sole discretion, may accelerate or delay the payment of any benefits under the Plan under the circumstances, and to the extent, required or permitted by Code section 409A.

ARTICLE SIX

AMENDMENTS OF PLAN AGREEMENTS

Section 6.1                      The Committee may enter into amendments to the Plan Agreement with any Participant for the purpose of amending any provision of this Plan as it might apply to a Participant.  In such cases, the acceptance of an amendment by a Participant is voluntary and until the amended Plan Agreement has been submitted to and accepted by him, it shall not be effective.

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ARTICLE SEVEN

BENEFICIARIES OF PARTICIPANTS

Section 7.1                      At the time of his acceptance of a Plan Agreement, a Participant shall be required to designate the Beneficiary to whom benefits under the Plan and his Plan Agreement will be payable upon his death.  A Beneficiary may be one (1) or more persons or entities, such as dependents, persons who are natural objects of the Participant’s bounty, an inter vivos or testamentary trust, or his estate.  Such Beneficiaries may be designated contingently or successively as the Participant may direct.  The designation of his Beneficiary shall be made by the Participant on a Beneficiary Designation Form to be furnished by the Commit tee and filed with it.

Section 7.2                      A Participant may change his Beneficiary, as he may desire, by filing new and amendatory Beneficiary Designation Forms with the Committee.

Section 7.3                      In the event a Participant designates more than one (1) Beneficiary to receive benefit payments simultaneously, each such Beneficiary shall be paid such proportion of such benefits as the Participant shall have designated.  If no such percentage designation has been made, then payments shall be made to each such Beneficiary in equal shares.

Section 7.4                      If the designated Beneficiary dies before the Participant in question and no Beneficiary was successively named, or if the designated Beneficiary dies before complete payment of the deceased Participant’s benefits have been made and no Beneficiary was successively named, the Committee shall direct that such benefits (or the balance thereof) be paid to those persons who are the deceased Participant’s heirs-at-law determined in accordance with the laws of descent and distribution in force at the date hereof in the State of Texas for separate personal property, such determination to be made as though the Participant had died intestate and do miciled in Texas.  Such benefits (or the balance thereof) shall be paid at the time and in the form otherwise provided for in the Plan.

Section 7.5                      Whenever any person entitled to payments under this Plan shall be a minor or under other legal disability or in the sole judgment of the Committee shall otherwise be unable to apply such payments to his own best interest and advantage (as in the case of illness, whether mental or physical, or where the person not under legal disability is unable to preserve his estate for his own best interest), the Committee may in the exercise of its discretion direct all or any portion of such payments to be made in any one or more of the following ways unless claims shall have been made therefor by an existing and duly appointed guardian, conservator, committee o r other duly appointed legal representative, in which event payment shall be made to such representative:

(a)           directly to such person unless such person shall be an infant or shall have been legally adjudicated incompetent at the time of the payment;

(b)           to the spouse, child, parent or other blood relative to be expended on behalf of the person entitled or on behalf of those dependents as to whom the person entitled has the duty of support;

(c)           to a recognized charity or governmental institution to be expended for the benefit of the person entitled or for the benefit of those dependents as to whom the person entitled has the duty of support; or

(d)           to any other institution, approved by the Committee, to be expended for the benefit of the person entitled or for the benefit of those dependents as to whom the person entitled has the duty of support.

The decision of the Committee will, in each case, be final and binding upon all persons and the Committee shall not be obligated to see to the proper application or expenditure of any payments so made.  Any payment made pursuant to the power herein conferred upon the Committee shall operate as a complete discharge of the obligations of RadioShack and of the Committee.

Section 7.6                      If the Committee has any doubt as to the proper Beneficiary to receive payments hereunder, the Committee shall have the right to withhold such payments until the matter is finally adjudicated or the Committee may direct RadioShack to bring a suit for interpleader in any appropriate court, pay any amounts due into the court, and RadioShack shall have the right to recover its reasonable attorney’s fees from such proceeds so paid or to be paid.  Any payment made by the Committee, in good faith and in accordance with this Plan, shall fully discharge the Committee and RadioShack from all further obligations with respect to such payments.&# 160; In acting under this provision, the Committee, where appropriate, shall take all steps necessary to ensure that any delay in payment to a Beneficiary complies with the requirements of Treas. Reg. section 1.409A-3(g) including, where payments are withheld, by making any required payments by no later than the end of the year in which the matter is finally adjudicated.

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ARTICLE EIGHT

TERMINATION OF PARTICIPATION

Section 8.1                      Except as provided in Sections 5.2(b), 8.4, 8.5, 8.6, 10.1, and 10.2 hereof, termination of a Participant’s employment with RadioShack other than by reason of Retirement or death, whether by action of RadioShack or the Participant’s resignation, shall terminate the Participant’s participation in the Plan (for the sake of clarity, a cessation of active employment during a period of a Leave of Absence (including as a result of a Disability) will not be deemed a termination of employment for purposes of this sentence, unless such cessation results in a Separation from Service).  Neither the Plan nor the Plan Agreement shall i n any way obligate RadioShack to continue the employment of a Participant, nor will either limit the right of RadioShack to terminate a Participant’s employment at any time, for any reason, with or without cause.

Section 8.2                      Except as provided in Sections 8.4, 8.5, 8.6, 10.1 and 10.2 hereof, participation in the Plan by a Participant shall also terminate if the Plan or his Plan Agreement is terminated by RadioShack in accordance with Article Ten.

Section 8.3                      Except as provided in Sections 8.4, 8.5, 8.6, 10.1, and 10.2 hereof, upon termination of a Participant’s participation in the Plan, all of RadioShack’s obligations to the Participant and his Beneficiary under the Plan and Plan Agreement and each of them, shall terminate and be of no further effect.

Section 8.4                      Except as provided in Sections 8.5, 8.6, 10.1 and 10.2, if a Participant’s participation in the Plan is terminated, by:

(a)           termination of the Plan;

(b)           termination of a Plan Agreement; or

(c)           termination of employment for any reasons other than

(i)           death or Retirement, which shall be governed by Article Five, or

(ii)           dishonest or fraudulent conduct of a Participant or indictment of a Participant for a felony crime involving moral turpitude, in which event no vesting under Section 8.4, 8.6, 10.1, or 10.2 shall occur,

then such Participant shall be entitled, as set forth below, to a percentage of his Plan Benefit as follows:

Age Attained at Date of Event Set
Forth in Section 8.4(a), (b) or (c)	% Vested
Age 54 or younger	0%
Age 55 to age 65	A percent as determined
	in 5.1(b) hereof
Age 65 to age 70	100%
Age 70 to age 75	A percent as determined
	in 5.1(c) hereto
Age 75 and thereafter	0%

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The amount payable under this Section 8.4 shall be determined as of the date of the event set forth in Section 8.4(a), (b) or (c) hereof and such amount as so determined at that time shall not be altered or changed thereafter, except that the provisions of Section 5.5 hereof shall remain fully applicable during the Participant's employment by RadioShack, during the payment of benefits under this Section 8.4 and for one (1) year after the later of termination of employment or cessation of payment of benefits.  The amount payable under this Section 8.4 shall be paid as set forth in Section 5.3 hereunder to commence on the first business day of the seventh month following the date of the Participant’s Separation from Service.

Section 8.5                      Notwithstanding anything to the contrary in the Plan,

(a)           In the event of a Change in Control, every Participant who is currently an active Employee immediately shall be vested in his Plan Benefit determined without regard to Section 5.1(b) but subject to Section 5.1(c). Such Plan Benefit shall be payable in a lump sum on the first day of the month next following the date of the Participant’s Separation from Service or, if later, and to the extent that such Participant is a “specified employee,” within the meaning of Code section 409A, on the date of his or her Separation from Service, on the first business day of the seventh month following the date of Separation from Service (or, if earlier, the date of the Participant’s death) to the extent such delayed payment is required in order to avoid a prohibited dis tribution under Code section 409A(a)(2) (with the date of the Separation from Service referred to herein as the “Valuation Date”).  Notwithstanding the foregoing, such lump sum payment shall only be payable if the Participant’s Separation from Service occurs within two years following the Change in Control, and shall otherwise be payable pursuant to Section 5.3 hereof.  Such lump sum payment shall equal the present value of the Participant's Plan Benefit (as adjusted pursuant to Section 5.1(c), as applicable) discounted for interest at the Pension Benefit Guaranty Corporation's Immediate Annuity Rate used to value benefits for single-employer plans terminating on the date of the Separation from Service compounded semi-annually.

(b)(i)           In the event of a Change in Control, any Participant or Beneficiary who, on the date of the Change in Control, was receiving benefits under the Plan shall be entitled to receive a lump sum equal to the present value of the remaining Plan Benefit on the date of the Change in Control, calculated in a manner consistent with Section 8.5(a).

(b)(ii)           In the event of a Change in Control, any Participant who, on the date of the Change in Control, had Separated from Service with the right to receive benefits under the Plan but had not yet commenced receiving benefits, or any Beneficiary of such a Participant, shall be entitled to receive a lump sum on the first business day of the seventh month following the date of Separation from Service equal to the present value of the remaining Plan Benefit, calculated in a manner consistent with Section 8.5(a) hereof.

For  purposes of 8.5(b), the “Valuation Date” shall be the date of the Change in Control.

Section 8.6                      In the event that a Participant (other than a Participant described in Section 8.5(b)) is subject to an involuntary termination by RadioShack that constitutes a Separation from Service for any reason other than those reasons set forth in Section 8.4(c)(ii), and within a one year period beginning on the date of such termination there occurs a Change in Control (that satisfies the last paragraph of Section 2.4 hereof), then such Participant, or his Beneficiary if such Participant dies after termination of employment, shall be entitled to receive a lump sum equal to the present value of the Participant's remaining Plan Benefit on the date of the Change in Control (but to the extent that such Participant is a “specified employee,” within the meaning of Code section 409A, on the date of his or her Separation from Service, no earlier than the first business day of the seventh month following the date of Separation from Service).  The lump sum amount payable under this Section 8.6 shall be determined in a manner consistent with Section 8.5(a).  For purposes of this Section 8.6, the “Valuation Date” shall be the date of the Change in Control.

Section 8.7                      Notwithstanding any provision to the contrary in the Plan, upon a Change in Control, the provisions of Sections 5.5 and 5.6 shall lapse and become null and void.

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ARTICLE NINE

ADMINISTRATION OF THE PLAN

Section 9.1                      The Plan shall be administered by the Committee.

Section 9.2                      In addition to the express powers and authorities accorded the Committee under the Plan, it shall be responsible in its sole, absolute and exclusive discretion for:

(a)           construing and interpreting the Plan;

(b)           computing and certifying to RadioShack the amount of benefits to be provided in each Plan Agreement for the Participant or the Beneficiary of the Participant; and

(c)           determining the right of a Participant or a Beneficiary to payments under the Plan and otherwise authorizing disbursements of such payments by RadioShack.

In these and all other respects, the Committee’s decisions shall be conclusive and binding upon all concerned.  The Plan is intended to comply with the requirements of Code section 409A, to the extent applicable, and shall be administered and interpreted by the Committee accordingly.

Section 9.3                      RadioShack agrees to hold harmless and indemnify the members of the Committee against any and all expenses, claims and causes of action by or on behalf of any and all parties whomsoever, and all losses therefrom, including without limitation the cost of defense and attorney’s fees, based upon or arising out of any act or omission relating to or in connection with the Plan other than losses resulting from any such Committee member’s fraud or willful misconduct.

ARTICLE TEN

TERMINATION OR AMENDMENT OF THE PLAN

OR PLAN AGREEMENTS

Section 10.1                      RadioShack reserves the right to terminate or amend this Plan or any Plan Agreement, in whole or in part, at any time, from time to time, by resolution of the Committee, provided, however, that, subject to Section 10.3, no amendment to the Plan or to any Plan Agreement shall alter the vested rights of a Participant or Beneficiary applicable on the effective date of such termination or amendment, and such vested rights shall remain unchanged.  Rights are deemed to have vested if benefits are actually being paid or if the only condition precedent to the payment of benefits is the termination of employment (unless terminated for reasons set f orth in Section 8.4(c)(ii), in which event benefits are forfeited) with RadioShack or the giving notice of Retirement or the occurrence of an event described in Section 8.5(a) or (b).

Section 10.2                      Notwithstanding anything to the contrary in the Plan, but subject to Section 10.3,

(a)           Sections 8.5, 8.6, 8.7 and this Section 10.2 shall not be amended or terminated at any time.

(b)           For a period of one (1) year following a Change in Control, the Plan or Plan Agreement shall not be terminated or amended in any way, nor shall the manner in which the Plan is administered be changed in a way that adversely affects the Participants’ right to existing or future RadioShack-provided benefits or contributions provided hereunder, including, but not limited to, any change in, or to, the eligibility requirements, benefit formulae and manner and optional forms of payments.

(c)           Any amendment or termination of the Plan prior to a Change in Control that (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 or (ii) otherwise arose in connection with, or in anticipation of, a Change in Control, shall be null and void and shall have no effect whatsoever.

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(d)           In the event the Plan or any Plan Agreement is terminated or adversely amended to the detriment of any Participant and within a one-year period from the effective date of any such amendment or termination a Change in Control occurs, then any Participant so affected whose employment with RadioShack Corporation is subject to a termination that constitutes a Separation from Service, whether voluntarily or involuntarily, within a three-year period from the date of the Change in Control shall be entitled to receive those benefits set forth in Section 8.5 hereof to the same extent and in the same amounts as though such amendment or termination of the Plan or Plan Agreement had not occurred.  This Section 10.2(d) shall not apply to any Participant who, as of the date of the Change in Control, has previously retired or has otherwise voluntarily terminated his employment with RadioShack Corporation.

The restrictions on amendments set forth in this provision shall not apply to the amendment to the Plan adopted on November 6, 2008 and effective on December 31, 2008.

Section 10.3                      Notwithstanding anything in Section 6.1, 10.1 or 10.2 to the contrary, the Committee may amend the Plan or any Plan Agreement at any time, without the consent of any Participant or Beneficiary, to the extent the Committee deems such amendment to be necessary to comply with the requirements of any applicable tax laws, securities laws, accounting rules and other applicable state and federal laws.

ARTICLE ELEVEN

MISCELLANEOUS

Section 11.1                      The Plan and Plan Agreement and each of their provisions shall be construed and their validity determined under the laws of the State of Texas.

Section 11.2                      The masculine gender, where appearing in the Plan or Plan Agreement, shall be deemed to include the feminine gender.  The words “herein”, “hereunder” and other similar compounds of the word “here” shall mean and refer to the entire Plan and Plan Agreement, not to any particular provision, section or subsection, and words used in the singular or plural may be construed as though in the plural or singular where they would so apply.

Section 11.3                      Any action brought by a Participant under the Plan or Plan Agreement shall only be brought in the appropriate state or federal court for Tarrant County, Texas.

Section 11.4                      Any person born on February 29 shall be deemed to have been born on the immediately preceding February 28 for all purposes of this Plan.

Section 11.5                      This Plan shall be binding upon and inure to the benefit of any successor of RadioShack and any such successor shall be deemed substituted for RadioShack under the terms of this Plan.  As used in this Plan, the term “successor” shall include any person, firm, corporation, or other business entity which at any time, whether by merger, purchase, or otherwise, acquires all or substantially all of the assets or business of RadioShack.

Section 11.6                      A Participant shall not be required to mitigate the amount of any payment provided for in this Plan by seeking other employment or otherwise.

Section 11.7                      In the event that a Participant institutes any legal action to enforce his rights under, or to recover damages for breach of any of the terms of this Plan or any Plan Agreement, the Participant, if he is the prevailing party, shall be entitled to recover from RadioShack all actual expenses incurred in the prosecution of said suit including but not limited to attorneys' fees, court costs, and all other actual expenses.  All reimbursements of eligible expenses under this provision shall be made no later than the last day of the Participant’s tax year following the taxable year in which the expenses were incurred.  The amount of expenses eligible for reimbursement under this provision in any calendar year shall not affect the amount of expenses eligible for reimbursement in any other calendar year, and a Participant’s right to reimbursement shall not be subject to liquidation or exchange for any other benefit.  In all events, reimbursement shall be made in accordance with Treas. Reg. §1.409A-3(i)(1)(iv). Notwithstanding the foregoing, a Participant shall only be entitled to reimbursement of the expenses described above if he is the prevailing party in such action.  If RadioShack provides any reimbursements in accordance with this provision, and the Participant ultimately is not the prevailing party, the Participant shall be required to refund to RadioShack all amounts previously paid.

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Section 11.8                      Notwithstanding all other provisions in the Plan, in the event a Participant is entitled to benefits under two (2) separate sections of the Plan, the maximum a Participant may receive under this Plan is his Plan Benefit, payable in accordance with Section 5.3 hereof (or Article Eight, if applicable).

Section 11.9                      Notwithstanding any other provision of the Plan to the contrary, until the Plan is amended and restated to reflect the requirements of Code section 409A, the Plan shall be administered in accordance with all applicable requirements of Code section 409A and the regulations or guidance issued with regard thereto, and any distribution, acceleration or election feature that could result in the early inclusion in gross income shall be deemed restricted or limited to the extent necessary to avoid such result.

Section 11.10                     It is intended that the Plan and the Committee’s exercise of authority or discretion hereunder shall comply with the provisions of Code section 409A and the Treasury Regulations relating thereto so as not to subject a Participant to the payment of interest and tax penalty which may be imposed under Code section 409A.  In furtherance of this interest, to the extent that any regulations or other guidance issued under Code section 409A after the effective date of the second amendment and restatement of this Plan would result in a Participant being subject to payment of interest and tax penalty under Code section 409A, the Committee may amend the Plan, without the Participant’s consent, including with respect to the timing of payment of benefits, in order to avoid the application of or to comply with the requirements of Code section 409A; provided, however, that RadioShack makes no representation that compensation or benefits payable under this Plan shall be exempt from or comply with Code section 409A and makes no representation to preclude Code section 409A from applying to the compensation or benefits payable under the Plan.

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EX-10.46

Exhibit 10.46

SECOND AMENDED AND RESTATED

RADIOSHACK CORPORATION

OFFICERS’ SEVERANCE PROGRAM

1. PURPOSE OF PROGRAM.  The purpose of the Second Amended and Restated RadioShack Corporation Officers’ Severance Program (the “Program”) is to retain well-qualified individuals as officers of RadioShack Corporation, and to provide a benefit to each such individual if his/her employment is terminated prior to the third anniversary of the Effective Date (as defined below), under qualifying circumstances.  The Program is intended to qualify as a “top-hat” plan under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), in that it is intended to be an “employee benefit plan” (as such term is defined under Section 3(3 ) of ERISA) which is unfunded and provides benefits only to a select group of management or highly compensated employees of the Company and/or its Subsidiaries.  The Program has been amended, effective as of December 31, 2010.

2.DEFINITIONS.  The following terms shall have the following meanings unless the context indicates otherwise:

(a)“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 Company during the period ending on the Termination Date in accordance with the Company’s business expense reimbursement policies, (iii) vacation pay as required by law, and (iv) bonuses and incentive compensation; provided that the Program shall in no event be deemed to modify, alter or amend the terms of any plan, policy, practice or program of, or any contract or agreement with, the Company or any Subsidiary applicable to the time and form of payment of any such amounts, and all amounts shall be paid in accordance with the terms of such plan, policy, practice or program under which the amounts have accrued.

(b)“Applicable Benefits Schedule” with respect to a Participant shall mean the Benefits Schedule applicable to the Participant based on his or her position with the Company or, if applicable, a Subsidiary.

(c)“Beneficiary” The Participant’s estate shall be deemed to be the Participant’s designated Beneficiary.

(d)“Benefits Schedule” shall mean a separate Benefits Schedule, if any, adopted as part of the Program, which Schedule sets forth certain provisions relating to the determination of eligibility for and/or the amount of Severance Benefits payable under the Program.

(e)“Board” shall mean the Board of Directors of the Company.

(f)“Cause” means (i) the Participant is convicted of a felony or of any crime involving moral turpitude, dishonesty, fraud, theft or financial impropriety; or (ii) a reasonable

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determination by the Committee that, (A) the Participant has willfully and continuously failed to perform his/her duties (other than such failure resulting from incapacity due to physical or mental illness), after a written demand for corrected performance is delivered to the Participant which specifically identifies the manner(s) in which the Participant has not performed his/her duties, (B) the Participant has engaged in illegal conduct, an act of dishonesty, moral turpitude, dishonesty, fraud, theft, financial impropriety or gross misconduct injurious to the Company or any Subsidiary, or (C) the Participant has violated a material provision of the Company’s Code of Ethics, Financial Code of Ethics, or Participant’s fiduciary duty to the Company or any Subsidiary.

(g)“Code” means the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder, as amended.  Any references to Code sections or related Treasury Regulations are intended to include any successor provisions thereto.

(h)“Committee” shall mean (i) the Board or (ii) a committee or subcommittee of the Board as from time to time appointed by the Board from among its members.  The initial Committee shall be the Board’s Management Development and Compensation Committee.  In the absence of an appointed Committee, the Board shall function as the Committee under the Program.

(i)“Company” shall mean RadioShack Corporation, a Delaware corporation, including any successor entity or any successor to the assets or business of the Company.   “Company” shall not include any Subsidiary.

(j)“CIC Agreement” shall include any termination protection agreement or similar agreement entered into by the Company or any Subsidiary and a Participant and the Company’s Third Amended and Restated Termination Protection Plan “Level I” by which a Participant may be covered.

(k)“Effective Date” shall mean December 31, 2008.

(l)“ERISA” shall have the meaning ascribed to such term in Section 1.

(m)“Good Reason” shall have the meaning ascribed to such term in a Participant’s Applicable Benefits Schedule if said schedule contains a definition of, and thus a right to terminate for, Good Reason.

(n)“Participant(s)” shall have the meaning set forth in Section 3.

(o)“Program” shall have the meaning ascribed to such term in Section 1.

(p)“Qualifying Termination” shall mean (i) involuntary termination by the Company of the employment of the Participant with the Company and all of its Subsidiaries for any reason other than death, disability or Cause, or (ii) resignation of the Participant for Good Reason if such Participant’s Applicable Benefits Schedule contains a right to terminate for Good Reason.

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(q)“Retention Period” shall mean the period beginning on the Effective Date and ending on the third anniversary of the Effective Date.

(r)“Severance Benefits” shall mean the compensation and benefits provided to a Terminated Participant pursuant to Sections 5 and 6 of the Program.

(s)“Severance Period” shall mean the number of months a specific Terminated Participant is entitled to receive Severance Benefits, which period shall be expressly provided for by the Committee with respect to the Participant’s participation herein and set forth on the Applicable Benefits Schedule.

(t)“Subsidiary” shall mean a corporation of which the Company directly or indirectly owns more than fifty percent (50%) of the “voting stock” (meaning the capital stock of any class or classes having general voting power under ordinary circumstances, in the absence of contingencies, to elect the directors of a corporation) or any other business entity in which the Company directly or indirectly has an ownership interest of more than fifty percent (50%).

(u)“Terminated Participant” shall mean a Participant whose employment with the Company and/or a Subsidiary has been terminated under circumstances constituting a Qualifying Termination as described in Section 5 below.

(v)“Termination Date” shall mean the date a Terminated Participant’s employment with the Company and/or a Subsidiary is terminated as described in Section 5 below.

3.PARTICIPATION.  All executive officers, senior vice presidents, vice presidents, assistant secretaries and assistant treasurers of the Company (collectively, the “Participants”) shall participate in the Program.  An officer of a Subsidiary of the Company shall be considered a Participant only if the Committee has specifically designated such officer as such (as well as designating such officer’s applicable Benefits Schedule as described below), and such designation is in effect as of the Termination Date.  Benefits Schedule I shall apply only to the Chief Executive Officer of the Company.  Be nefits Schedule II shall apply only to the executive officers of the Company (other than the Chief Executive Officer of the Company).  Benefits Schedule III shall apply only to the senior vice presidents of the Company.  Benefits Schedule IV shall apply to the vice presidents, assistant secretaries and assistant treasurers of the Company.  Notwithstanding the preceding, if the Committee specifically designates an officer of a Subsidiary as a Participant in the Program, the Committee may designate one of Benefits Schedules I through IV to apply to such officer, in which case references to “Company” shall refer to the Subsidiary as deemed applicable.

4.ADMINISTRATION.

(a)Responsibility.  The Committee shall have the responsibility, in its sole discretion, to control, operate, manage and administer the Program in accordance with its terms.

(b)Authority of the Committee.  The Committee shall have the maximum discretionary authority permitted by law that may be necessary to enable it to discharge its responsibilities with respect to the Program, including but not limited to the following:

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(i)to determine eligibility for participation in the Program;

(ii)to establish the terms and provisions of, and to adopt as part of the Program, one or more Benefits Schedules setting forth, among other things, the Severance Period and such other terms and provisions as the Committee shall determine;

(iii)to calculate a Participant’s Severance Benefits;

(iv)to correct any defect, supply any omission, or reconcile any inconsistency in the Program in such manner and to such extent as it shall deem appropriate in its sole discretion to carry the same into effect;

(v)to issue administrative guidelines as an aid to administer the Program and make changes in such guidelines as it from time to time deems proper;

(vi)to make rules for carrying out and administering the Program and make changes in such rules as it from time to time deems proper;

(vii)to the extent permitted under the Program, grant waivers of Program terms, conditions, restrictions, and limitations;

(viii)to construe and interpret the Program and make reasonable determinations as to a Participant’s eligibility for benefits under the Program, including determinations as to Qualifying Termination and disability; and

(ix)to take any and all other actions it deems necessary or advisable for the proper operation or administration of the Program.

(c)Action by the Committee.  Except as may otherwise be required or permitted under an applicable charter, the Committee may (i) act only by a majority of its members (provided that any determination of the Committee may be made, without a meeting, by a writing or writings signed by all of the members of the Committee), and (ii) may authorize any one or more of its members to execute and deliver documents on behalf of the Committee.

(d)Delegation of Authority.  The Committee has delegated administrative duties to the Company.  In addition, the Committee, or any person to whom it has delegated duties as aforesaid, may employ one or more persons to render advice with respect to any responsibility the Committee or such person may have under the Program.  The Committee may employ such legal or other counsel, consultants and agents as it may deem desirable for the administration of the Program and may rely upon any opinion or computation received from any such counsel, consultant or agent.&# 160; Expenses incurred by the Committee in the engagement of such counsel, consultant or agent shall be paid by the Company, or the Subsidiary whose employees have benefited from the Program, as determined by the Committee.

(e)Determinations and Interpretations by the Committee.  All determinations and interpretations made by the Committee or by its delegates shall be binding and conclusive to

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 the maximum extent permitted by law on all Participants and their heirs, successors, and legal representatives.

(f)Information.  The Company and its Subsidiaries shall furnish to the Committee in writing all information the Committee may deem appropriate for the exercise of its powers and duties in the administration of the Program.  Such information may include, but shall not be limited to, the full names of all Participants, their earnings and their dates of birth, employment, retirement, death or other termination of employment.  Such information shall be conclusive for all purposes of the Program, and the Committee shall be entitled to rely thereon without any inv estigation thereof.

(g)Self-Interest.  No member of the Committee may act, vote or otherwise influence a decision of the Committee specifically relating to his/her benefits, if any, under the Program.

5.TERMINATION OF EMPLOYMENT.  If the employment of a Participant is terminated during the Retention Period in circumstances constituting a Qualifying Termination, such Terminated Participant shall be entitled to receive Severance Benefits in accordance with Section 6 below.

6.SEVERANCE BENEFITS.  In the event a Participant is entitled to receive Severance Benefits pursuant to Section 5 above, the Terminated Participant shall receive a payment equal to the Severance Benefits determined in accordance with the Applicable Benefits Schedule.

7.PARTICIPANT COVENANTS.  As a condition to receiving the right to participate in the Program and any benefits hereunder, each Participant shall enter into an agreement with the Company or Subsidiary, if deemed applicable, providing for confidentiality and nonsolicitation obligations.

8.CLAIMS.

(a)Claims Procedure.  If any Participant or Beneficiary, or their legal representative, has a claim for benefits which is not being paid, such claimant may file a written claim with the Committee setting forth the amount and nature of the claim, supporting facts, and the claimant’s address.  A claimant must file any such claim within sixty (60) days after a Participant’s Termination Date.  Written notice of the disposition of a claim by the Committee shall be furnished to the claimant within ninety (90) days after the claim is filed.  I n the event of special circumstances, the Committee may extend the period for determination for up to an additional ninety (90) days, in which case it shall so advise the claimant.  If the claim is denied, the reasons for the denial shall be specifically set forth in writing, pertinent provisions of the Program shall be cited, including an explanation of the Program’s claim review procedure, and, if the claim is perfectible, an explanation as to how the claimant can perfect the claim shall be provided.

(b)Claims Review Procedure.  If a claimant whose claim has been denied wishes further consideration of his/her claim, he/she may request the Committee to review his/her claim in a written statement of the claimant’s position filed with the Committee no later

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 than sixty (60) days after receipt of the written notification provided for in Section 8(a) above.  The Committee shall fully and fairly review the matter and shall promptly advise the claimant, in writing, of its decision within the next sixty (60) days.  Due to special circumstances, the Committee may extend the period for determination for up to an additional sixty (60) days.

9.TAXES.

(a)Withholding Taxes.  The Company or, if deemed applicable, a Subsidiary shall be entitled to withhold from any and all payments made to a Participant under the Program all federal, state, local and/or other taxes or imposts which the Company or the subject Subsidiary determines are required to be so withheld from such payments or by reason of any other payments made to or on behalf of the Participant or for his/her benefit hereunder.

(b)No Guarantee of Tax Consequences.  No person connected with the Program in any capacity, including, but not limited to, the Company and any Subsidiary and their directors, officers, agents and employees makes any representation, commitment, or guarantee that any tax treatment, including, but not limited to, federal, state and local income, estate and gift tax treatment, will be applicable with respect to amounts deferred under the Program, or paid to or for the benefit of a Participant under the Program, or that such tax treatment will apply to or be available to a Participa nt on account of participation in the Program.

10.TERM OF PROGRAM.  The Program shall be effective as of the Effective Date and shall remain in effect until the Board terminates the Program in accordance with Section 11(b) below.

11.AMENDMENT AND TERMINATION.

(a)Amendment of Program.  The Program may be amended by the Board at any time with or without prior notice; provided, however, that, except as provided in Section 11(d) hereof, any amendment of the Program during the thirty six (36)-month period immediately following the Effective Date which is less favorable to a Participant shall not be effective as to such Participant unless the Participant shall have consented thereto in writing.

(b)Termination of Program.  The Program may be terminated or suspended by the Board at any time with or without prior notice; provided, however, that any termination or suspension to be effective during the thirty six (36)-month period immediately following the Effective Date shall not be effective with respect to any Participant  unless such Participant shall have consented thereto in writing.

(c)No Adverse Affect.  If the Program is amended, terminated, or suspended in accordance with Section 11(a) or 11(b) above, such action shall not adversely affect the benefits under the Program to which any Terminated Participant (as of the date of amendment, termination or suspension) is entitled, unless such amendment is made pursuant to Section 11(d) hereof.

(d)Code Section 409A.  It is intended that this Program and the Committee’s exercise of authority or discretion hereunder shall be exempt from or comply with the provisions of Code section 409A and the treasury regulations relating thereto so as not to subject a

6

Participant to the payment of interest and tax penalty which may be imposed under Code section 409A.  In furtherance of this interest, to the extent that any regulations or other guidance issued under Code section 409A after the Effective Date would result in a Participant being subject to payment of interest and tax penalty under Code section 409A, the Committee may amend this Program, without the consent of the Participant, including with respect to the timing of payment of benefits, in order to avoid the application of, or to comply with, Code section 409A and to the extent permitted under Code section 409A; provided, however, that the Company makes no representation that compensation or benefits payable under this Program shall be exempt from or comply with Code section 409A and makes no representation to preclude Code section 409A from applying to the compensation or benefits payable under the Program.

With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Program, to the extent such payment or benefit would be considered deferred compensation under Code section 409A or is required to be included in the Participant’s gross income for federal income tax purposes, such expenses (including, without limitation, expenses associated with in-kind benefits) will be reimbursed by the Company no later than December 31st of the year following the year in which the Participant incurs the related expenses.  In no event shall the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided i n any other taxable year, nor will the Participant’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.

12.MISCELLANEOUS.

(a)Offset.  Except as would otherwise result in a violation of Code section 409A, Severance Benefits shall be reduced by any severance or similar payment or benefit made or provided by the Company or any Subsidiary to the Participant pursuant to (i) any severance plan, program, policy or similar arrangement of the Company or any Subsidiary of the Company (including without limitation the CIC Agreement), (ii) any employment agreement between the Company or any Subsidiary and the Participant, and (iii) any federal, state, local, foreign or other applicable statute, law (common or otherwise), rule, regulation or ordinance.  For avoidance of doubt, (A) any payment or benefit which is Accrued Compensation shall not be considered a severance or similar payment or benefit under this Section 12(a), and (B) the Program is not intended to, and shall not, result in any duplication of payments or benefits to any Participant.

(b)No Right, Title, or Interest in Company Assets.  Participants shall have no right, title, or interest whatsoever in or to any assets of the Company or its Subsidiaries or any investments that the Company or its Subsidiaries may make to aid it in meeting its obligations under the Program.  Nothing contained in the Program, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company or its Subsidiaries and any Participant, Beneficiary, legal representative or any other per son.  To the extent that any person acquires a right to receive payments from the Company or a Subsidiary under the Program, such right shall be no greater than the right of an unsecured general creditor of the Company or the subject Subsidiary.  Subject to this Section 12(b), all payments to be made hereunder shall be paid from the general funds of the Company or its Subsidiaries and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts.

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EX-10.55

Exhibit 10.55

AGREEMENT

This Agreement is between RadioShack Corporation, a Delaware corporation (the “Company”), and James F. Gooch (the “Executive”) (collectively, the “Parties” and each a “Party”).

RECITALS

A.           The Executive is currently employed by the Company as an at-will employee pursuant to the employment offer letter to the Executive from the Company, dated July 27, 2006 (the “Offer Letter”).

B.           The Parties previously entered into the Second Amended and Restated Termination Protection Agreement for Corporate Executives, effective as of December 31, 2010 (the “Termination Protection Agreement”).

C.           The Executive is a participant in the Second Amended and Restated RadioShack Corporation Officers’ Severance Program, dated as of December 31, 2010(the “Severance Program”).

D.           The Board of Directors of the Company (the “Board”) has resolved to elect the Executive as the Company’s Chief Executive Officer (“CEO”) and a member of the Board effective immediately after the Company’s 2011 annual meeting of stockholders (the date of such meeting, the “Effective Date”), and as President of the Company (“President”) effective as of the date of the execution of this Agreement.  In connection therewith, the Parties desire to ent er into this Agreement to set forth the terms to which the Parties have agreed in respect of the Executive’s service as CEO, President and a member of the Board.

NOW THEREFORE, the Parties agree as follows:

1.Employment.  (a)  On the Effective Date, the Executive will continue to serve as President and will commence serving as CEO of the Company.  In connection therewith, the Executive will report directly to the Board, and have duties, responsibilities and authority commensurate with the Executive’s title and position.  The Executive will also serve as an officer of any Subsidiary or Affiliate of the Company as may be requ ested from time to time by the Board on the terms and conditions set forth herein without any additional compensation.

(b)The employment relationship between the Company and the Executive will be governed by the written general employment policies and practices of the Company applicable to senior executives generally, including, without limitation, those relating to ethics and business conduct, confidential information and avoidance of conflicts except that, when any express term of this Agreement differs from or is in conflict with the Company’s general employment policies or practices, such term of this Agreement will control.

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(c)So long as such activities do not involve a breach of Sections 4, 5, 6 or 7 and do not interfere with the performance of his duties hereunder, from and after the Effective Date, the Executive may, consistent with Company policies otherwise applicable thereto, participate in any governmental, educational, charitable or other community affairs and, subject to the prior approval of the Board in the Board’s sole discretion, serve as a member of the governing board of any such organization during the period following the Effectiv e Date in which he is employed by the Company Group (the “Term”).  The Executive may retain all fees and other compensation from any such service, and the Company will not reduce the Executive’s compensation by the amount of such fees.  The Executive may not accept any position during the Term with a for-profit enterprise without the prior approval of the Board in the Board’s sole discretion.

(d)The Executive’s employment will be at-will; provided, however, that nothing in this Section 1(d) will affect the Executive’s rights to compensation, benefits and severance herein provided.

2.Compensation.  (a)  Base Salary.  The Executive’s base salary for 2011 (effective as of the date of execution of this Agreement) will be $850,000 per annum (the “Base Salary”), which Base Salary will be payable at the times and in the manner consistent with the Company’s poli cies regarding compensation of the Company’s senior executives generally.  The Board will fix the Executive’s Base Salary for any subsequent period during the Term and any increased amount of Base Salary will be treated as the Base Salary under this Agreement; provided that the Base Salary will not be decreased.

(b)Incentive Compensation.  The Executive will be eligible during the Term to participate in any management incentive plans, programs or arrangements of the Company that are available to the Company’s senior executives generally.  Incentive compensation will be paid in accordance with the terms and conditions of the applicable plans, programs and arrangements.  Without limiting the generality or effect of the foregoing:

 (i)Annual Performance Bonus Awards.  During the Term, the Executive will be eligible for an annual cash bonus award (the “Bonus Award”) on a basis no less favorable than Bonus Awards m ade to the Company’s senior executives generally; provided that the Bonus Award payable to the Executive upon achievement of the target performance level for 2011 will be equal to 120% of the Base Salary (the “Target Bonus”) (with a Bonus Award opportunity range between 25% of the Target Bonus and 200% of the Target Bonus).  The Executive’s Bonus Award for each calendar year will be paid, if payable pursuant to the terms of the applicable plan or agreement, to the Executive as soon as reasonably practicable following the end of such year and at the same time during the immediately following year that the Company’s senior executives generally receive Bonus Award payments for the preceding year; provided that such payment will not be made later than March 15th of the immediately following year.  The Target Bonus is subject to change during the Term; provided that the Target Bonus opportunity may not be less than 120% of the Base Salary.

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(ii)Annual Long-Term Incentive Awards.  During the Term, the Executive will be eligible for annual and/or long-term incentive equity and cash-based awards (each, an “LTI Award”) at the time that LTI Awards are made by the Company to the Company’s senior executives generally, and on a basis that in the aggregate are no less favorable than LTI Awards made to the Company’s senior executives generally, including, without limitation, with respect to the mix of forms of LTI Awards (i.e., performance cash based awards, stock options, restricted stock, etc.).  Notwithstanding the foregoing, the Executive’s equity-based LTI Award for 2011 will be made at the same time as 2011 long-term incentive awards are made to the Company’s senior executives generally and will have a fair value on the date of grant equal to $2 million, except that in no event will the number of shares of the Company’s common stock subject to an LTI Award exceed the per person maximum and/or the per award limitation set forth in the applicable plan pursuant to which the LTI Award is granted.  Each of the Executive’s LTI Awards will be subject to additional terms and conditions as set forth in the agreement evidencing the grant of such award; provided that such terms and conditions are no less favorable th an those applicable to the Company’s senior executives generally.

(c)Promotional LTI Award.  In addition to any LTI Awards described in Section 2(b)(ii), on the first business day following the Effective Date on which the Company and the Executive are not subject to a blackout restriction (the “Promotional Grant Date”), the Company will make a one-time grant to the Executive of an option to acquire shares of the Company’s common stock under the Equity Plan (the “Promotional LTI Award”).  The Promotional LTI Award will have a fair value on the Promotional Grant Date equal to $2 million, and the per share exercise price of the Promotional LTI Award will be equal to the Fair Market Value (as such term is defined in the Equity Plan) on the Promotional Grant Date.  The award agreement evidencing the grant of the Promotional LTI Award will be substantially in the form attached hereto as Exhibit A.

(d)Benefits.  During the Term, subject to the terms and conditions of the applicable plans, the Executive and, if permitted by the applicable plan, his eligible dependents, will be participants in the Company-sponsored group health, medical, dental, vision, life insurance, pension and profit sharing, 401(k) and employee welfare benefit plans (the “Employee Plans”), and will receive such other benefits which senior executives of the Company generally receive from time to time on terms no less favorable to the Exe cutive than those applicable to senior executives of the Company generally.  The Executive acknowledges that the Company may change its benefit programs from time to time, which may result in certain benefit programs being amended or terminated; provided that the Executive will be treated no less favorably than senior executives of the Company generally in the event of any such changes.

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(e)Expenses.  The Company will pay or reimburse the Executive for reasonable and necessary business expenses incurred by the Executive in connection withhisduties on behalf of the Company in accordance with the Company’s travel and expense policy, as may be amended from time to time, or any successor policy applicable to senior executives of the Company, following submission by the Executive of reimbursement expense forms in a form consistent with such expense policies; provided that any such reimbursements comply with the Reimbursement Rules.

(f)Change in Control.  Notwithstanding anything contained in this Agreement to the contrary, upon the occurrence of a Change in Control, all of the Executive’s outstanding equity awards as of the date of the Change in Control (including, without limitation, stock options, stock appreciation rights, restricted stock and restricted stock units) will immediately and fully vest and become non-forfeitable.  Such awards will be settled in accordance with the terms of the applicable equity incentive plan and/or the applicable award agreement.

3.Termination of Employment.  (a)  Termination by the Company for Cause or Resignation by the Executive Without Good Reason.  If, during the Term, the Executive’s employment is terminated by the Company for Cause or if the Executive resigns without Good Reason, the Executive will not be eligible to receive the Base Salary or to participate in any Employ ee Plans with respect to future periods after the date of such termination or resignation, except for the right to receive:  (i) accrued but unpaid Base Salary through the date of termination of employment, to be paid in accordance with the Company’s normal payroll practices; (ii) payment for accrued but unused vacation through the date of termination of employment, to be paid within 30 days following the date of termination of employment; (iii) any unreimbursed business expenses incurred by the Executive prior to the date of termination, to be paid in accordance with Section 2(e); (iv) benefits payable to the Executive under the terms of the Company’s plans in which the Executive participated prior to the date of his termination of employment, including, without limitation, the Employee Plans (to be paid in accordance with the terms thereof), but excluding (A) the Severance Program (or any successor thereto or similar pla n or program) and (B) the Termination Protection Agreement (or any successor thereto or similar agreement); and (v) the Bonus Award, if any, with respect to any completed fiscal year which has not yet been paid to the Executive as of the date of termination of employment, to be paid when such bonuses are paid to senior executives of the Company generally, but in no event later than March 15th of the year immediately following the year to which such bonus relates (clauses (i) through (v) of this Section 3(a), together, the “Accrued Compensation and Benefits”).

(b)Termination by the Company Without Cause or Resignation by the Executive for Good Reason.  If, during the Term, the Executive’s employment is terminated by the Company without Cause (other than due to the Executive’s death or Disability) or the Executive terminates employmentfor Good Reason (in either case, a “Qualifying Termination”), the Executive will be entitled to receive from the Company, the following:

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(i)The Accrued Compensation and Benefits;

(ii)A lump sum cash payment of a pro rata portion of the Bonus Award and any cash-based LTI Awards (the “Cash LTI Awards”) that the Executive would have been entitled to receive for the performance period in which the Executive’s date of termination of employment occurs, based upon the percentage of the performance period that elapsed through the Executive’s date of termination of employment (determined by dividing (A) the number of days the Executive was employed during the applicable performance period through the Executive’s date of termination of employment by ( B) the total number of days in the applicable performance period (with respect to the Bonus Award, not to exceed 365 days)) and based on the Executive’s, the Company’s and its Subsidiaries’ and Affiliates’, as applicable, actual results for the applicable performance period through the nearest end of the month preceding or succeeding the Executive’s date of termination of employment (the “Adjusted Performance Period”), based on the good faith determination by the Board (or a duly authorized committee thereof) of the achievement of the applicable performance goals; provided that the applicable performance goals will be adjusted in good faith by the Board (or a duly authorized committee thereof) to reflect only the performance goals applicable to the Adjusted Performance Period;

(iii)A lump sum cash payment equal to the sum of (A) 200% of the Base Salary as in effect immediately prior to the Qualifying Termination (which will be the Base Salary prior to reduction if the termination is for Good Reason because of a reduction in the Base Salary), plus (B) 200% of the Target Bonus as in effect immediately prior to the Qualifying Termination (which will be the Target Bonus prior to reduction if the termination is for Good Reason because of a reduction in the Target Bonus);

(iv)A lump sum cash payment equal to the product of (A) 24 multiplied by (B) the COBRA Amount; and

(v)Notwithstanding the terms of any equity agreement, all of the Executive’s outstanding time-vested equity awards (including, without limitation, time-vested stock options and stock appreciation rights, time-vested restricted stock and time-vested restricted stock units) that would otherwise have vested within two years following the Executive’s termination of employment (if the Executive had remained employed by the Company) will fully vest and become non-forfeitable, with (A) any such outstanding time-vested stock options and stock appreciation rights also becoming fully exercisable (and with all such stock options and stock appreciation rights remaining exercisable for at least 12 months following the Executive’s termination of employment (but in no event later than the date of expiration of the original term of such award)); and (B) the time-based restriction period on any such restricted stock and any such restricted stock units held by the Executive will lapse and any other time-vesting requirements or conditions with respect to the foregoing or other such time-vested equity-based awards held by the Executive will lapse and be disregarded, and all equity awards accelerated pursuant to this paragraph will be settled in accordance with the terms of the applicable equity incentive plan and/or the applicable award agreement; provided, however, in no event will the Promotional LTI Award be subject to acceleration pursuant to this paragraph in the case of a Qualifying Termination unless such termination of employmen t is also a Change in Control Termination, as defined in Section 3(d) below (all acceleration pursuant to this Section 3(b)(v), together, the “Equity Acceleration”).

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(c)Termination by Death or Disability.  If the Executive dies during the Term, his employment will terminate automatically effective upon his death.  If the Executive becomes Disabled during the Term, his employment will terminate effective on the Disability Effective Date.  In either case, the Executive (or, if applicable, the Executive’s beneficiary (or, if none, the Executive’s estate)) will be entitled to receive from the Company, the following:

(i)The Accrued Compensation and Benefits;

(ii)A lump sum cash payment of a pro rata portion of the Target Bonus and the target amount of any Cash LTI Awards with respect to the performance period in which the Executive’s date of termination of employment occurs, based upon the percentage of the performance period that elapsed through the Executive’s date of termination of employment (determined by dividing (A) the number of days the Executive was employed during the applicable performance period through the Executive’s date of termination of employment by (B) the total number of days in the applicable performance period (with respect to the Bonus Award, not to exceed 365 days)) (the “Pro Rata Target Cash Awards”);

(iii)A lump sum cash payment equal to the product of (A) 24 multiplied by (B) the COBRA Amount; provided that, if the Executive’s employment terminated due to the Executive’s death, the COBRA Amount will be calculated only with respect to the Executive’s spouse and/or eligible dependents; and

(iv)The Equity Acceleration, and accelerated vesting of the unvested portion, if any, of the Promotional LTI Award (and the period during which the Promotional LTI Award shall remain exercisable) as set forth in Exhibit A.

(d)Qualifying Termination in Connection with a Change in Control.  If, during the Term, the Executive’s employment is terminated by reason of a Qualifying Termination (1) within two years following a Change in Control or (2) during a Protection Period (any such termination of employment, a “Change in Control Termination”), then the Executive will be entitled to receive from the Company, in lieu of the payments and benefits set forth in Section 3(b)< /font>, the following:

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(i)The Accrued Compensation and Benefits;

(ii)The Pro Rata Target Cash Awards;

(iii)A lump sum cash payment equal to the sum of (A) 300% of the Base Salary as in effect immediately prior to the Qualifying Termination (which will be the Base Salary prior to reduction if the termination is for Good Reason because of a reduction in the Base Salary), plus (B) 300% of the Target Bonus as in effect immediately prior to the Qualifying Termination (which will be the Target Bonus prior to reduction if the termination is for Good Reason because of a reduction in the Target Bonus);

(iv)A lump sum cash payment equal to the product of (A) 36 multiplied by (B) the COBRA Amount; and

(v)(A) The Equity Acceleration; and (B) in the event the Executive’s employment is terminated by reason of a Qualifying Termination during a Protection Period and prior to the occurrence of a Change in Control, all of the Executive’s outstanding equity awards (including, without limitation, stock options, stock appreciation rights, restricted stock, restricted stock units and the Promotional LTI Award) will immediately and fully vest and become non-forfeitable, with all such stock options and stock appreciation rights remaining exercisable for at least 12 months following the Executive’s termination of employment (but in no event later than the date of expiration of the original term of such award); provided that all awards accelerated pursuant to this Section 3(d)(v)(B) will be settled in accordance with the terms of the applicable equity incentive plan and/or the applicable award agreement.

(e)Release; Payment Timing.  If the Company delivers to the Executive an executed mutual general waiver and release of claims substantially in the form attached hereto as Exhibit B (the “Release”) within seven days following the date of the Executive’s termination of employment, then any obligation of the Company to make any payment pursuant to Section 3(b) or Section 3(c), other than payment of Accrued Compensation and Benefits, and in the case of payments under Section 3(c), other than payments to be made thereunder upon termination of employment due to the Executive’s death, will be conditioned upon the Executive first delivering to the Company a fully-executed Release within 30 days after the date of the Executive’s termination of employment, and such Release becoming irrevocable immediately following the end of the seven-day revocation period therein (the day on which the Release becomes irrevocable, the “Release Effective Date”).  Subject to the foregoing, except as otherwise specified in this Agreement, all payments and benefits to be paid or provided pursuant to Sections 3(b), (c) or < font style="DISPLAY: inline; TEXT-DECORATION: underline">(d) on account of termination of the Executive’s employment (other than the Accrued Compensation and Benefits, which shall be paid or provided as specified in Section 3(a)) will be paid or provided on the 38th day following the date of termination of the Executive’s employment, with any Equity Acceleration (including, if applicable, acceleration of the Promotional LTI Award) occurring on the Release Effective Date (or, if an executed and required Release is not delivered by the Company to the Executive within seven days following the Executive’s termination of employment, on the 8th day following the Executive’s termination of employment); provided that any equity-based award required (or permitted) to be settled in cash will be based on the value of the applicable equity award on the date on w hich the Executive’s employment terminates.

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(f)No Mitigation Obligation.  Other than as provided in this Section 3, no amounts paid under this Section 3 will be reduced by any earnings or other payments that the Executive may receive from any other source.  The obligation of the Company to make any payments under this Agreement will not be affected or offset by any amounts owed by the Executive to the Company or by any claims the Company may have against the Executive.

(g)Forfeiture.  Notwithstanding the foregoing, any right of the Executive to receive termination payments and benefits hereunder (other than Accrued Compensation and Benefits) will be forfeited if the Executive materially breaches Section 4, 5, 6, 7 or 9; provided that, before invoking this Section 3(g), the Company will provide the Executive with reasonable time (not to exceed 30 days) to respond to such asserted breach by the Executive and, to the extent curable, a right to cure such breach within such time.

(h)Resignation from Certain Positions.  Following the Term or the termination of the Executive’s employment for any reason, if and to the extent requested by the Board, the Executive agrees to resign from the Board, all fiduciary positions (including, without limitation, as trustee) and from all other offices and positions he holds with the Company and any of its Subsidiaries or Affiliates; provided, however, that if the Executive refuses to tender his r esignation after the Board has made such request, then the Board will be empowered to tender the Executive’s resignation or remove the Executive from such offices and positions.

4.Confidential Information; Statements to Third Parties.  (a)  During the Term, other than in connection with the performance of his duties for the Company Group (as defined below), and on a permanent basis upon and following any termination of the Executive’s employment:

(i)All information, whether or not reduced to writing (or in a form from which information can be obtained, translated or derived into reasonably usable form) and whether compiled or created by the Company, any of its Subsidiaries or Affiliates, or any of their respective current or former parents (collectively, the “Company Group”), which derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from the disclosure or use of such information, of a proprietary, private, secret or confidential nature (in cluding, without limitation, inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, sales strategies, plans, research data, clinical data, financial data, personnel data, computer programs, customer and supplier lists, trademarks, service marks, copyrights (whether registered or unregistered), artwork, and contacts at or knowledge of customers or prospective customers) concerning the Company Group’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is the exclusive property of the Company Group;

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(ii)Such Proprietary Information is and will remain the sole property of the Company Group; and

(iii)Any intentional or reckless retention or use by the Executive of Proprietary Information after the termination of the Executive’s employment will constitute a misappropriation of the Company Group’s Proprietary Information.

(b)During the Term, the Company promises to provide the Executive with access to Proprietary Information that the Executive has not previously received, and to which the Executive has not previously had access.  In exchange, the Executive promises to take all affirmative steps reasonably necessary or required by the Company to protect the Proprietary Information from inappropriate disclosure during and after his employment with the Company.

(c)All files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings or other written, photographic, electronic or other tangible material containing or constituting Proprietary Information, whether created by the Executive or others, which come into or be in the Executive’s custody or possession, regardless of medium, are the exclusive property of the Company Group to be used by the Executive only in the performance of his duties under this Agreement.  All such materials or copies thereof and all tangible things and other property of the Company Group in the Executive’s custody or possession will be delivered to the Company (to the extent the Executive has not already returned them) in good condition within five days after the Executive's date of termination of employment with the Company.  After such delivery, the Executive will not retain any such materials or portions or copies thereof or any such tangible things and other property and will execute any statements or affirmations of compliance under oath that the Company may require.  The Executive will be entitled to retain personal items (including personal calendars and rolodexes, correspondence and personal diaries) and any information related to the Executive’s compensation or equity awards, or that the Executive reasonably determines may be needed for tax purposes, subject to the Executive’s continued compliance with the provisions of this Section 4 relating to the preservation of Proprietary Information.

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(d)The Executive's obligation not to disclose or to use information and materials of the types set forth in Sections 4(a), (b) and (c), and his obligation to return materials and tangible property, set forth in Section 4(c), also extends to such types of information, materials and tangible property of customers of the Company Group, consultants for the Company Group, suppliers to the Company Group and other third parties who may have disclosed or entrusted the same to t he Company Group or to the Executive.

(e)The Executive will continue to keep in strict confidence, and will not, directly or indirectly, at any time, disclose, furnish, disseminate, make available, use or suffer to be used in any manner any Proprietary Information of the Company Group without limitation as to when or how the Executive may have acquired such Proprietary Information and that he will not disclose any Proprietary Information to any person or entity other than appropriate employees of the Company or use the same for any purposes (other than in the performance of his duties as an employee of the Company) without specific approval of the Board, either during or after his employment with t he Company.

(f)The Executive's obligation of confidentiality will survive, regardless of any other breach of this Agreement or any other agreement, by any Party, until and unless such Proprietary Information of the Company Group has become, through no fault of the Executive, generally known to the public.  For purposes of this Section 4, “generally known” means known throughout the domestic U.S. industry or the appropriate foreign country’s or countries’ industry.  In the event that the Executive is required by law, regulation, governmental investigation or court or der or subpoena to disclose any of the Company Group’s Proprietary Information, the Executive will promptly notify the Company prior to making any such disclosure to facilitate the Company seeking a protective order or other appropriate remedy from the proper authority at its sole cost and expense.  The Executive further agrees to cooperate with the Company from and after the Effective Date in seeking such order or other remedy and that, if the Company is not successful in precluding the requesting legal body or organization from requiring the disclosure of the Proprietary Information, the Executive will furnish only that portion of the Proprietary Information that is legally required, and the Executive will exercise all reasonable legal efforts to obtain reliable assurances that confidential treatment will be accorded to the Proprietary Information.  In addition, the Executive will be entitled to disclose or retain Proprietary Information if necessary to enforce or defend the terms of this Agreement or any other agreement he maintains with the Company or to defend himself in connection with any lawsuits relating to his position with the Company or any of its Subsidiaries or Affiliates.

(g)The Executive acknowledges that a violation of the foregoing provisions of this Section 4 could cause irreparable harm to the Company and that the Company’s remedy at law for any such violation would be inadequate.  In recognition of the foregoing, in addition to any other relief afforded by law or this Agreement, including, without limitation, damages sustained by a breach of this Agreement and any forfeitures under Section 3(g), and without the necessity or proof of actual damages or the posting of a bond, the Co mpany will have the right to enforce this Agreement by specific equitable remedies, which will include, without limitation, temporary and permanent injunctions, it being the understanding of the Parties that damages, the forfeitures described above and injunctions will all be proper modes of relief and are not to be considered as alternative remedies.

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5.Non-Competition.  In exchange for, and ancillary to, the Company’s promise to provide new Proprietary Information to the Executive during the Term, and the Executive’s agreement not to use or disclose any such information to, or for the benefit of, anyone other than the Company Group at any time, the Executive will not, without the prior express authorization of the Board, and for a period commencing on the Effective Date and ending on the expiration of the Restricted Period, directly or indirectly, individually or on behalf of any other Person do or suffer any of the following:

(a)Enter into or engage in any Competitive Business within the Restricted Territory, whether as an owner, investor, executive, manager, employee, independent consultant, contractor, advisor or otherwise, except that the Executive’s ownership of less than 5% of any class of stock in a publicly traded corporation will not be a breach of this covenant; or

(b)Promote or assist (other than as an ordinary consumer), financially or otherwise, any person, firm, association, partnership, corporation or other entity engaged in any Competitive Business within the Restricted Territory, except that the Executive’s ownership of less than 5% of any class of stock in a publicly traded corporation will not be a breach of this covenant.

The Executive will not be treated as violating this Section 5 if any entity with which the Executive is affiliated engages in such activities and the Executive has no direct or indirect involvement in such activities.  If a court at any time determines that any restriction or limitation in this Section 5 is unreasonable or unenforceable, such restriction or limitation will be deemed amended so as to provide the maximum protection to the Company Group and be deemed reasonable and enforceable by the court.

6.Non-Solicitation.  In exchange for, and ancillary to, the Company’s promise to provide new Proprietary Information to the Executive during the Term, and the Executive’s agreement not to use or disclose any such information to, or for the benefit of, anyone other than the Company Group at any time, the Executive will not, without the prior express authorization of the Board, and for a period commencing on the Effective Date (except with respect to Section 6(d) below) and ending on the expiration of the Restrict ed Period, directly or indirectly, individually or on behalf of any other Person do or suffer any of the following:

(a)Hire or employ or assist in hiring or employing any individual who was, at any time during the last 180 days of the Executive’s employment with the Company Group, an employee of any member of the Company Group or an independent contractor who provided services primarily to any member of the Company Group (a “Consultant”); or solicit, aid, induce or persuade, or attempt to solicit, aid, induce or persuade, directly or indirectly, any person who is an employee of any member of the Company Group, or a Consultant, to leave his or her employment or position with any member of the C ompany Group to accept employment or a position with any other Person;

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(b)Induce any person who is an employee, officer or consultant of the Company Group to terminate such relationship;

(c)Solicit any customer (including such customer’s parent, Subsidiaries and Affiliates) of the Company Group from whom the Company Group generated, or is reasonably expected to generate, gross annual revenues in excess of 2.5% of the Company Group’s aggregate gross annual revenues for the fiscal year during which the Executive engages in such conduct (a “Customer”), or any Person whose business the Company Group had solicited in writing and who is reasonably expected to become a Customer in such fiscal year or the following fiscal year (a “Potential Customer”) during the 180-day period prior to the date of termination of the Executive’s employment, for purposes of engaging in a Competitive Business within the Restricted Territory; provided that, in the case of a Potential Customer, the Company Group received an indication of interest from the Potential Customer prior to solicitation by the Executive; or

(d)During the Restricted Period, solicit, aid, induce, persuade or attempt to solicit, aid, induce or persuade any Person to take any action that would result in a Change in Control or to seek to control the Board in any manner (other than solely to enforce the Executive’s rights hereunder or in the ordinary course of performing his duties).

For purposes of this Section 6, the terms “solicit” and “persuade” include, without limitation: (i) initiating communications with an employee of the Company Group relating to possible employment; (ii) offering bonuses or additional compensation to encourage an employee of the Company Group to terminate his or her employment; and (iii) referring employees of the Company Group to personnel or agents employed by competitors, suppliers or customers of the Company Group.  Notwithstanding the foregoing, the following will not be a violation of this Section 6:  (A) the Executive responding to an unsolicited request for advice on employment or business matters, provided that such advice does not relate in any way to the Company Group; (B) subject to any applicable Company Group policies, the Executive responding to an unsolicited request for an employment reference by providing a reference setting forth his personal views about such person; (C) any entity with which the Executive is affiliated engaging in or soliciting an employee of the Company Group, a Customer or a Potential Customer, provided that the Executive was not directly or indirectly involved in such activity; or (D) the Executive conducting a solicitation through an advertisement that is not specifically targeted at employees of the Company Group or Customers.

7.Developments.  (a)  The Executive will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works and works of authorship, whether patentable or copyrightable or not, (i) which relate to the business of the Company Group and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or re late to the Company Group’s business and are created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others during his employment with the Company Group, whether or not during normal working hours or on the premises of the Company Group (all of the foregoing of which are collectively referred to in this Agreement as “Developments”).

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(b)The Executive agrees to assign, and hereby does assign, to the Company (or any Person designated in writing by the Company) all of the Executive’s rights, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications, and any other applications for registration of a proprietary right.  This Section 7(b) will not apply to Developments that the Executive developed entirely onhisown time without using the Company Group’s equipment, supplies, facilities or Proprietary Information and that do not, at the time of conception or reduction to practice, have utility in or relate to the business of the Company Group, or actual or demonstrably anticipated research or development.  To the extent this Agreement is construed in accordance with the laws of any jurisdiction which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 7(b) will be interpreted not to apply to any invention which a court rules, or the Company agrees, falls within such classes, but will be interpreted to apply thereto to the maximum extent legally permissible.

(c)The Executive will cooperate fully with reasonable requests by the Company, both during and after the Term, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other countries and jurisdictions) relating to Developments.  The Executive will not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation, and the Company will reimburse the Executive (within 30 days following receipt of an invoice) for all reasonable legal fees incurred if the Executive determines in good faith that separate legal counsel is appropriate in the circumstances.  The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that the Company may reasonably deem necessary or desirable in order to protect the Company Group’s rights and interests in any Development.  If the Company is unable, after reasonable effort, to secure the Executive’s signature on any such papers, any executive officer of the Company is expressly authorized to execute any such papers as the Executive’s agent and attorney-in-fact, coupled with interest, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers on the Executive’s behalf and to take any and all other actions as the Company may deem necessary or desirable in order to protect the Company Group& #8217;s rights and interests in any Development, under the conditions described in this sentence.

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8.Remedies.  The Executive and the Company acknowledge that the covenants contained in Sections 4, 5, 6 and 7 are reasonable under the circumstances.  Accordingly, if, in the opinion of any court of competent jurisdiction, any such covenant is not reasonable in any respect, such court will have the right, power and authority to sever or modify any provision or provisions of such covenants as to the court will appear not reasonable and to enforce the remainder of the covenants as so amended.  The Executive further acknowledges that the remedy at law available to the Company for breach of any of the Executive’s obligations under Sections 4, 5, 6 and 7 would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms.  Accordingly, in addition to any other rights or remedies that the Company may have at law, in equity or under this Agreement, upon proof of the Executive’s violation of any such provision of this Agreement, the Company will be entitled to seek immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach, without the necessity of proof of actual damage or the posting of any bond.

9.Continued Availability and Cooperation.  (a)  For six years following termination of the Executive’s employment, the Executive will reasonably cooperate with the Company and with the Company’s counsel in connection with any present and future actual or threatened litigation, administrative proceeding or investigation involving the Company Group that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executive’s employment by the C ompany Group, and with respect to which the Executive has pertinent information.  The Executive’s cooperation will include, without limitation:

 (i)Making himself reasonably available for interviews and discussions with the Company’s counsel, as well as for depositions and trial testimony;

 (ii)If depositions or trial testimony are to occur, making himself reasonably available and cooperating in the preparation therefor, as and to the extent that the Company or the Company’s counsel reasonably requests;

 (iii)Refraining from impeding in any way the Company’s prosecution or defense of such litigation or administrative proceeding; and

 (iv)Reasonably cooperating fully in the development and presentation of the Company’s prosecution or defense of such litigation or administrative proceeding.

(b)Any such cooperation will be on reasonable notice and take into account the Executive’s professional and personal commitments, and the Executive will not be required to cooperate if the Executive determines in good faith that such cooperation would be contrary to the Executive’s own legal interest.  The Company will reimburse the Executive for reasonable travel, lodging, telephone and similar expenses, as well as reasonable attorneys’ fees if the Executive determines in good faith that separate counsel is needed, incurred in connection with any cooperation, consultation and advice rendered under this Agreement after the Executive& #8217;s termination of employment; provided that any such reimbursements (i) comply with the Reimbursement Rules, and (ii) will be made within 30 days following the Executive providing an invoice to the Company.  The Executive will not be entitled to any separate compensation for any matter referred to in this Section 9 unless the Executive reasonably establishes demonstrably lost wages or income as a result of the cooperation required pursuant to this Section 9; provided that, in such case, the Executive must submit any claim for lost wages or income relating to his cooperation required pursuant to this Section 9 during any calendar month by no later than 30 days following the c lose of such month; and provided further, that the Company’s payment to the Executive in respect of such lost wages or income shall be made by no later than 30 days following the date on which the Executive submitted such claim to the Company.

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10.Code Section 280G.  Notwithstanding anything to the contrary in this Agreement, in any other agreement between the Executive and the Company, or in any plan maintained by the Company, if there is a Section 280G Change in Control (as defined in Section 10(e)(i) below) following the Effective Date, the following rules shall apply:

(a)Except as otherwise provided in Section 10(b) below, if it is determined in accordance with Section 10(d) below that any portion of the Contingent Compensation Payments (as defined in Section 10(e)(ii) below) that otherwise would be paid or provided to the Executive or for his benefit in connection with the 280G Change in Control would be subject to the excise tax imposed under section 4999 of the Code (the “Excise Tax”), then such Contingent Compensation Payments shall be reduced by the smallest total amount necessary in order for no portion of such Contingent Compensation Payments to be subject to the Excise Tax.

(b)No reduction in any of the Executive’s Contingent Compensation Payments shall be made pursuant to Section 10(a) above if it is determined in accordance with Section 10(d) below that the After Tax Amount of the Contingent Compensation Payments payable to the Executive without such reduction would exceed the After Tax Amount of the reduced Contingent Compensation Payments payable to him in accordance with Section 10(a) above.  For purposes of the forego ing, (i) the “After Tax Amount” of the Contingent Compensation Payments, as computed with, and as computed without, the reduction provided for under Section 10(a) above, means the amount of the Contingent Compensation Payments, as so computed, that the Executive would retain after payment of all taxes (including without limitation any federal, state or local income taxes, the Excise Tax or any other excise taxes, any Medicare or other employment taxes, and any other taxes) imposed on such Contingent Compensation Payments in the year or years in which payable; and (ii) the amount of such taxes shall be computed at the rates in effect under the applicable tax laws in the year in which the 280G Change in Control occurs, or if then ascertainable, the rates in effect in any later year in which any Contingent Compensation Payment is expected to be paid following the 280G Cha nge in Control, and in the case of any income taxes, by using the maximum combined federal, state and (if applicable) local income tax rates then in effect under such laws.

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(c)Any reduction in the Executive’s Contingent Compensation Payments required to be made pursuant to Section 10(a) above (the “Required Reduction”) shall be made as follows: (i) first, any such Contingent Compensation Payments that became fully vested prior to the 280G Change in Control and that pursuant to paragraph (b) of Treas. Reg. § 1.280G-1, Q/A 24, are treated as Contingent Compensation Payments solely by reason of the acceleration of their origina lly scheduled dates of payment shall be reduced, by cancellation of the acceleration of their vesting; (ii) second, any severance payments or benefits, performance-based cash or equity incentive awards, or other Continent Compensation Payments the full amounts of which are treated as contingent on the Change in Control pursuant to paragraph (a) of Treas. Reg. § 1.280G-1, Q/A 24, shall be reduced; and (iii) third, any cash or equity incentive awards, or nonqualified deferred compensation amounts, that vest solely based on the Executive’s continued service with the Company, and that pursuant to paragraph (c) of Treas. Reg. § 1.280G-1, Q/A 24, are treated as contingent on the Change in Control because they become vested as a result of the Change in Control, shall be reduced, first by cancellation of any acceleration of their originally scheduled dates of payment (if payment with resp ect to such items is not treated as automatically occurring upon the vesting of such items for purposes of section 280G of the Code) and then, if necessary, by canceling the acceleration of their vesting.  In each case, the amounts of the Contingent Compensation Payments shall be reduced in the inverse order of their originally scheduled dates of payment or vesting, as applicable, and shall be so reduced only to the extent necessary to achieve the Required Reduction.

(d)A determination as to whether any Excise Tax is payable with respect to the Executive’s Contingent Compensation Payments and, if so, as to the amount thereof, and a determination as to whether any reduction in the Executive’s Contingent Compensation Payments is required pursuant to the provisions of Sections 10(a) and (b) above, and, if so, as to the amount of the reduction so required, shall be made no later than 15 days prior to the closing of the transaction or the occurrence of the event that constitutes the 280G C hange in Control, or as soon thereafter as administratively practicable.  Such determinations, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent auditor (the "Auditor") jointly selected by the Executive and the Company, all of whose fees and expenses shall be borne and directly paid solely by the Company.  The Auditor shall be a nationally recognized public accounting firm which has not, during the two years preceding the date of its selection, acted in any way on behalf of the Company or any other entity included in the Company Group.  If the Executive and the Company cannot agree on the firm to serve as the Auditor, then the Executive and the Company shall each select one accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor.  The Auditor shall provide a written report of its determinations, including det ailed supporting calculations, to both the Executive and the Company.  If the Auditor determines that no Excise Tax is payable with respect to the Executive’s Contingent Compensation Payments, either as a result of any Required Reduction the Auditor has determined should be made thereto or because the Auditor has determined that no Required Reduction must be made thereto, the written report which the auditor furnishes to the Executive and the Company pursuant to the preceding sentence shall be accompanied by an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to the Executive’s Contingent Compensation Payments.  The determinations made by the Auditor pursuant to this Section 10(d) shall be binding upon the Executive and the Company.  The fact that the Executive’s right to payments or benefits may be reduced by reason of the limitations contained in thi s Section ‎‎10 will not of itself limit or otherwise affect any other rights of the Executive under this Agreement.

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(e)For purposes of the foregoing, the following terms will have the following respective meanings:

 (i)“280G Change in  Control” means a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company, as determined in accordance with section 280G(b)(2) of the Code and the regula tions promulgated thereunder.

 (ii)“Contingent Compensation Payment” means any payment or benefit in the nature of compensation that is to be paid or provided to the Executive or for his benefit in connection with a 280G Change in Control (whether under this Agreement or otherwise, includin g by the entity, or by any affiliate of the entity, whose acquisition of the stock of the Company or its assets constitutes the Change in Control) if the Executive is a “disqualified individual” (as defined in section 280G(c) of the Code) at the time of the 280G Change in Control, to the extent that such payment or benefit is “contingent” on the 280G Change in Control within the meaning of section 280G(b)(2)(A)(i) of the Code and the regulations promulgated thereunder.

11.Dispute Resolution.  (a)  In the event that the Parties are unable to resolve any controversy or claim arising out of or in connection with this Agreement or breach thereof, any Party may refer the dispute to binding arbitration, which, except as expressly provided hereafter, will be the exclusive forum for resolving such claims.  Such arbitration will be governed by Te xas law and administered in accordance with the commercial dispute rules and procedures of the American Arbitration Association (the “AAA”), which arbitration will be a binding and conclusive settlement of any such claims or disputes.  The arbitration will be conducted by a single arbitrator selected by the Parties according to the rules of the AAA.  In the event that the Parties fail to agree on the selection of the arbitrator within 30 days after either the initial request for arbitration, the arbitrator will be chosen by the AAA.  The arbitration proceeding will commence on a mutually agreeable date within 90 days after the initial request for arbitration.  The forum for arbitration will be agreed on by the Parties or, in the absence of any agreement, will be in a venue located in Tarrant County, Texas.

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(b)The Executive will be responsible for the first $50,000 that he incurs in attorneys’ fees, litigation or arbitration costs, and any other reasonable expenses, in each case in connection with any arbitration hereunder (the “Arbitration Costs”).  The Company thereafter will advance to the Executive any Arbitration Costs in excess of $50,000.  In the event that the Executive does not prevail on at least one material issue with respect to the dispute, the Executive will reimburse the Company for all Arbitration Costs advanced to the Executive in connection with such arbitration; provided that the arbitrator will not otherwise have authority to award attorneys’ fees or costs to any Party.

(c)The arbitrator will have no power or authority to make awards or orders granting relief that would not be available to a Party in a court of law.  The arbitrator’s award is limited by, and must comply with, this Agreement and applicable federal, state and local laws.  The decision of the arbitrator will be final and binding on the Parties.

(d)Notwithstanding the foregoing, no claim or controversy for injunctive or equitable relief contemplated by, or allowed under, applicable law pursuant to Sections 4, 5, 6 and 7 will be subject to arbitration under this Section 11, but will instead be subject to determination as provided in Section 16.

12.Other Agreements.  No agreements (other than agreements evidencing any grants of equity and/or long-term incentive awards, or other compensation, deferral or benefit plans) or representations or warranties, 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.  Nothing herein will be deemed to provide the Executive with a right to remain a director, officer, employee, agent or service provider of the Company or any of its Subsidiaries or Affiliates.  Notwiths tanding anything herein to the contrary, during the period commencing on the Effective Date and ending on the expiration of the Restricted Period, the Executive’s obligations under Sections 4, 5, 6 and 7 will supersede any of the Executive’s similar covenants to the Company under any other agreements between the Executive and the Company, including without limitation, the Severance Program.  Without limiting the generality or effect of the foregoing, the Parties agree that the Offer Letter and the Termination Protection Agreement will be terminated effective as of the Effective Date, and that the Executive’s participation in the Severance Program will be terminated as of the Effective Date.

13.Withholding of Taxes.  The Company will withhold from any amounts payable under this Agreement all federal, state, local or other taxes as the Company is required to withhold pursuant to any law or government regulation or ruling.

14.Successors and Binding Agreement.  (a)  The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place.  This Agreement will be binding upon and inure to the benefit of the Company and any successor to the Company, including, without limitation, any Person acquiring, directly or indirectly, all or substantially all of the business or assets of the Company, whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed “the Company” for purposes of this Agreement), but this Agreement will not otherwise be assignable or delegable by the Company, except that the Company may assign its rights and delegate its duties hereunder to any Person who acquires all of the voting stock of the Company (or to any parent entity thereof) so long as so doing does not materially and adversely affect the Executive's rights hereunder.

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(b)This Agreement will inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees and legatees.  If the Executive dies while any amount would still be payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, will be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive's estate.

(c)This Agreement is personal in nature and the Parties may not, without the consent of the other Parties, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 14(a) and (b).  Without limiting the generality or effect of the foregoing, the Executive’s right to receive payments hereunder will not be assignable, transferable or delegable, whether by pledge, creation of a security interest, or otherwise, other than by a transfer by the Executive’s wi ll or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Section 14(c), the Company will have no liability to pay any amount so attempted to be assigned, transferred or delegated.

15.Notices.  Any notice, demand, claim or other communication under this Agreement will be in writing and will be deemed to have been given (a) on delivery if delivered personally or (b) on the date of transmission thereof if sent by electronic facsimile transmission and delivery is confirmed, but, in each case, only if addressed to the Parties in the following manner at the following addresses (or at the other address as a Party may specify by notice to the other):  (i) to the Company, to the attention of the General Counsel at its principal executive offices; and (ii) to the Executive, at his principal residence as set forth in the Company’s records.

16.Governing Law and Choice of Forum.  (a)  This Agreement will be construed and enforced according to the laws of the State of Texas, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Texas or any other jurisdiction) that would cause the application of laws of any jurisdiction other than the State of Texas.

(b)To the extent not otherwise provided for by Section 11, the Parties consent to the exclusive jurisdiction of all state and federal courts located in Tarrant County, Texas, as well as to the jurisdiction of all courts of which an appeal may be taken from such courts, for the purpose of any suit, action or other proceeding arising out of, or in connection with, this Agreement or that otherwise arises out of the Executive’s employment relationship with the Company.  Each Party hereby expressly waives (i) any and all rights to bring any suit, action or other proceeding in or before any court or tribunal other than the courts described above, and covenants that it will not seek in any manner to resolve any dispute other than as set forth in this paragraph and (ii) any and all objections that it may have to venue, including, without limitation, the inconvenience of such forum, in any of such courts.  In addition, the Parties consent to the service of process by personal service or any manner in which notices may be delivered hereunder in accordance with this Agreement.

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17.Validity/Severability.  The Parties agree that (a) the provisions of this Agreement will be severable in the event that, for any reason whatsoever, any of the provisions hereof are invalid, void or otherwise unenforceable, (b) any such invalid, void or otherwise unenforceable provisions will be replaced by other provisions which are as similar as possible in terms to such invalid, void or otherwise unenforceable provisions but are valid and enforceable, and (c) the remaining provisions will remain valid and enforceable to the fullest extent permitted by applicable law.

18.Effectiveness and Survival.  (a)  Except as otherwise specified in Section 2(a) or (b)(ii), this Agreement is only effective from and after the Effective Date; provided that the Executive is employed by the Company on the Effective Date.

     (b)The obligations of the Parties under this Agreement which by their nature may require either partial or total performance after the expiration of the Term (including, without limitation, those under Sections 3, 4, 5, 6, 7, 9, 19, 20 and 27) will survive any termination or expiration of this Agreement.

19.Subsequent Employment.  If, during the Restricted Period, the Executive is offered employment or the opportunity to enter into any business activity, whether as owner, investor, executive, manager, employee, independent consultant, contractor, advisor or otherwise, the Executive will inform the offeror of the existence of Sections 4, 5, 6, 7 and 9, and provide the offeror a copy there of.  The Executive authorizes the Company to provide a copy of the relevant provisions of this Agreement to any of the Persons described in this Section 19 and to make such Persons aware of the Executive’s obligations under this Agreement.

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20.Compliance with Section 409A.  (a)  The Parties intend that any amounts payable under this Agreement, and the Company’s and the Executive’s exercise of authority or discretion hereunder, will comply with the provisions of section 409A of the Code, along with the rules, regulations and guidance promulgated thereunder by the Department of the Treasury or the Internal Revenue Service (collectively, “Section 409A”) so as not to subject the Executive to the payment of any additional tax, interest or penalty which may be imposed under Section 409A.  The Company will construe and administer this Agreement in compliance with all applicable requirements of Section 409A.  In furtherance thereof, to the extent that any provision of this Agreement would result in the Executive being subject to payment of additional tax, interest or penalty under Section 409A, the Parties agree to amend this Agreement if permitted under Section 409A in a manner which does not impose any additional taxes, interest or penalties on the Executive in order to bring this Agreement into compliance with Section 409A, without materially changing the economic value of the arrangements under this Agreement to any Party, and thereafter the Parties will interpret its provisions, and the Company will administer its provisions, in a manner that complies with Section 409A.  Notwithstanding the foregoing, no particular tax result for the Executive with respect to any income recognized by the Executive in connection with this Agreement is guaranteed, and the Company will not be liable for any taxes, interest and penalties imposed on the Executive under or as a result of Section 409A in connection with any other agreement or plan referred to herein, other than any such taxes, interest and penalties imposed on the Executive under or as a result of Section 409A due to the Company’s willful failure to comply with the terms of this Agreement or, following the execution of this Agreement, those of any other agreement or plan; provided that, for purposes of this sentence, an act or omission will be treated as “willful” if the Company acts (or fails to act) in bad faith and without a reasonable belief that such act or omission was in (or not opposed to) the best interests of the Executive.  Notwithstanding the immediately preceding sentence, in the event that any payment or benefit payable pursuant to this Agreement or the Second Amended and Restated RadioShack Corporation Officer’s Supplemental Executive Retirement Plan is asserted by the Internal Revenue Service to constitute deferred compensation subject to, and not in compliance with, Section 409A or otherwise result in a violation of Section 409A (the "Payments"), the Company shall defend the Executive against such assertion and, upon final adjudication and assessment of any income taxes imposed on the Executive by virtue of Section 409A on the Payments, the Company shall pay to the Executive, within 15 business days following written notice by the Executive of such adjudication, a cash lump sum amount which, after reduction of such amount by any federal, state and local income taxes, and by any employment taxes, payable by the Executive thereon, would leave the Executive with an amount equal to any taxes which are imposed under Sect ion 409A and any penalties and/or interest imposed against the Executive under Section 409A.  The obligation of the Company to defend and indemnify in accordance with the foregoing is conditioned upon (i) the Executive giving written notice to the Company within 15 business following any audit, notice or examination of the Executive’s federal tax returns raising the application of Section 409A and (ii) the Executive permitting the Company, at the Company’s expense, to engage counsel to contest the application of Section 409A and control that aspect of any resulting audit or proceedings to resolve the issue; provided that the Executive shall be permitted to reasonably approve such counsel.  In accepting the indemnification provided hereby, the Executive understands and agrees that the Company is not agreeing to, or obligated to, provide indemnification in respect of income or withholding taxes arising from the Pay ments themselves (including, without limitation, any federal income tax arising under section 409A(a)(1)(A) of the Code, but excluding from this sentence any penalties or interest resulting from the application of section 409A(a)(1)(A) of the Code).  Nothing herein will be deemed to be an admission by the Company that as of the date of the execution of this Agreement the Company believes that any Payments are subject to taxes under Section 409A.

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(b)Notwithstanding any provisions of this Agreement to the contrary, if the Executive is a “specified employee” (within the meaning of Section 409A and determined pursuant to any policies adopted by the Company consistent with Section 409A (a “Specified Employee”)), at the time of the Executive’s separation from service and if any portion of the payments or benefits to be received by the Executive upon separation from service would be considered deferred compensation under Section 409A (after taking into account all exclusions applicable to such payments and benefits under Section 409A) and cannot be paid or provided to the Executive without the Executive incurring taxes, interest or penalties under Section 409A, amounts that would otherwise be payable pursuant to this Agreement and benefits that would otherwise be provided pursuant to this Agreement, in each case, during the six-month period immediately following the Executive’s separation from service will instead be paid or made available on the first business day after the earlier of (i) the expiration of six months from the date of the Executive’s separation from service and (ii) the Executive’s death (such earlier date, the “Delayed Payment Date”).  All benefits delayed pursuant to the preceding sentence shall commence to be provided on the Delayed Payment Date, and on that date, there shall be paid to the Executive or, if he has died, to his estate, in a single cash lump sum, an amount equal to the aggregate am ount of all payments delayed pursuant to the preceding sentence, plus interest thereon, at the Delayed Payment Interest Rate (as defined below) computed from the date on which each such delayed payment otherwise would have been made to the Executive until the Delayed Payment Date.  For purposes of the foregoing, the “Delayed Payment Interest Rate” means the national average annual rate of interest payable on jumbo six-month bank certificates of deposit, as quoted in the business section of the most recently published Sunday edition of The New York Times preceding the Executive’s termination date.

(c)To the extent that the reimbursement of any expenses eligible for reimbursement or the provision of any in-kind benefits under any provision of this Agreement would be considered deferred compensation under Section 409A (after taking into account all exclusions applicable to such reimbursements and benefits under Section 409A): (i) reimbursement of any such expense shall be made by the Company as soon as administratively practicable after such expense has been incurred, but in any event by no later than December 31st of the year following the year in which the Executive incurs such expense; (ii) the amount of such expenses eligible for reimbursement, or in-k ind benefits to be provided, during any calendar year shall not affect the amount of such expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; and (iii) the Executive’s right to receive such reimbursements or in-kind benefits shall not be subject to liquidation or exchange for another benefit (the rules, requirements and guidelines set forth in this paragraph, the “Reimbursement Rules”).

(d)Each payment to be made to the Executive under this Agreement shall be treated as a “separate payment” for purposes of Treas. Reg. § 1.409A-2(b)(2)(iii).

EX-10.61

Exhibit 10.61

300 RadioShack Circle

Mail Stop #CF5-119

Fort Worth, Texas  76102-1964

Office 817-415-3020

Fax 817-415-2490

May 20, 2009

Sharon S. Stufflebeme

2200 Highland Meadows Drive

Colleyville, TX 76034

Dear Ms. Stufflebeme:

It is our pleasure to extend a contingent offer of employment to you to join the RadioShack team as    Senior Vice President – Chief Information Officer reporting to Julian Day, Chairman and Chief Executive Officer.  This offer is contingent upon the satisfactory completion of a background investigation which includes criminal and reference check information.  The specifics of this employment offer are set forth below.  The Company reserves the right to modify these compensation and benefit plans at anytime without legal consideration or notice.

Base Salary $13,461.53 bi-weekly ($350,000 annualized)

Target Bonus Your target bonus opportunity will be 70% of base salary and will be based on company performance metrics.  This bonus opportunity will be prorated for 2009.  We agree to guarantee your 2009 bonus, payable in 2010, at a minimum of $75,000.  In order to receive any payment under the Company’s annual bonus plan, you must be employed on the bonus payment date.

Sign-on $25,000 taxable income which will be paid as soon as practical upon reporting to work.  In the event you voluntarily terminate your employment with RadioShack within your first twelve months of employment, you must reimburse the Company for 100% of the amount of the sign-on bonus paid to you.

Long Term Incentive You will participate in the 2009 Long Term Incentive Plan - 3 Year Plan.

This plan is for the fiscal (calendar) years 2009, 2010 and 2011, payable in 2012.  The target for this plan is $245,000 which will be prorated.

Equity You will be eligible for annual grants of restricted stock and stock options commensurate with your position.  These grants are normally made during the first quarter of the calendar year.

Vacation	You will be eligible for vacation benefits based on continuous employment as follows:
■	4 weeks upon hire, prorated to the end of the calendar year
■	4 weeks on each successive January 1 through 20 years
■	5 weeks on each successive January 1 following 20 years

Sharon S. Stufflebeme

May 20, 2009

Page 2

Health & Welfare Plans You will be eligible for the basic group medical, dental, vision, life, AD&D, disability, and flexible reimbursement plans 6 months following your first day of employment.  In addition, you may cover your lawful spouse, same or opposite sex domestic partner, and eligible children.  You will receive enrollment information shortly after you have reported for work.  You will be reimbursed for COBRA payments made during your eligibility period.

401 (k) Plan This plan is a qualified retirement plan with various investment options, which allows participants to make a pre-tax contribution and receive a matching contribution from the company of $1 for $1 up to a 4% contribution level that vests immediately.  If you are 18 years of age or older and a non-temporary employee, you are eligible to enroll and participate in the Plan as soon as your first anniversary.  A complete set of enrollment materials will be provided closer to your eligibility date.

Stock Ownership Our shareholders and the investment community often analyze and measure the commitment of management to the company through share ownership.  With this in mind, our Board of Directors adopted an ownership policy for all officers.  At your level you will be required to own RadioShack Corporation common stock having a value equal to one and one-half times your base salary.  A review to determine compliance with this policy will occur as of each December 31.  You are not expected to reach this level immediately.

Other benefits for which you will be eligible include:

  §   Officers’ Severance Program

§   Executive Life

§   Executive LTD

More detailed information about each of these benefits will be covered during your new employee executive orientation.

This is a very exciting time to join RadioShack Corporation.  It is my hope that after accepting this contingent employment offer, you will be available to report for work no later than June 8, 2009.

Please sign, date and return this letter to me at your earliest convenience via facsimile to 817-415-2490.  Meanwhile, if you have any questions, do not hesitate to call me at 817-415-3020.

Welcome to RadioShack Corporation!

Sincerely,

Jana Freundlich

Vice President – Human Resources

Accepted:

/s/  Sharon Stufflebeme	5/21/09
______________________________________	____________________________________
Sharon Stufflebeme	Date

EX-10.63

Exhibit 10.63

300 RadioShack Circle

Mail Stop #CF5-119

Fort Worth, Texas  76102-1964

Office 817-415-3020

Fax 817-415-2490

May 28, 2010

Ms. Mary Ann Doran

545 Briarridge Lane

Southlake TX 76092

Dear Ms. Doran:

It is our pleasure to extend a contingent offer of employment to you to join the RadioShack team as    Senior Vice President – Human Resources reporting to Julian Day – Chief Executive Offer.  This offer is contingent upon the satisfactory completion of a background investigation which includes criminal and reference check information.  The specifics of this employment offer are set forth below.  The Company reserves the right to modify these compensation and benefit plans at anytime without legal consideration or notice.

Base Salary $9,615.39 bi-weekly ($250,000 annualized)

Target Bonus Your target bonus opportunity will be 60% of base salary and will be based on company performance metrics.  This bonus opportunity will be prorated for 2010.

Sign-on $10,000 taxable income which will be paid as soon as practical upon reporting to work.  In the event you voluntarily terminate your employment with RadioShack within your first twelve months of employment, you must reimburse the Company for 100% of the amount of the sign-on bonus paid to you.

Long Term Incentive You will participate in the following long-term incentive plan:

2010 Long Term Incentive Plan Three Year Plan

This plan is for the fiscal (calendar) years 2010, 2011 and 2012, payable in 2013.  The target for this plan is $150,000 which will be prorated.

Equity You will be eligible for annual grants of restricted stock and/or stock options commensurate with your position, which we anticipate to be between $100,000 and $200,000 in value per year.  These grants are normally made during the first quarter of the calendar year.

Vacation You will be eligible for vacation benefits as follows:

3 weeks during calendar 2010

4 weeks on each successive January 1 through 20 years of

   continuous employment

5 weeks on each successive January 1 following 20 years of

   continuous employment

Health & Welfare Plans You will be eligible for the basic group medical, dental, vision, life, AD&D, disability, and flexible reimbursement plans 6 months following your first day of employment.  In addition, you may cover your lawful spouse, same or opposite sex domestic partner, and eligible children.  You will receive enrollment information shortly after you have reported for work.

Ms. Mary Ann Doran

May 28, 2010

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401 (k) Plan This plan is a qualified retirement plan with various investment options, which allows participants to make a pre-tax contribution and receive a matching contribution from the company of $1 for $1 up to a 4% contribution level that vests immediately.  If you are 18 years of age or older and a non-temporary employee, you are eligible to enroll and participate in the Plan as soon as your first anniversary.  A complete set of enrollment materials will be provided closer to your eligibility date.

Stock Ownership Our shareholders and the investment community often analyze and measure the commitment of management to the company through share ownership.  With this in mind, our Board of Directors adopted an ownership policy for all officers.  At your level you will be required to own RadioShack Corporation common stock having a value equal to one and one-half times your base salary.  A review to determine compliance with this policy will occur as of each December 31.  You are not expected to reach this level immediately.

Other benefits for which you will be eligible include:

§   Officers’ Severance Program

§   Executive Life

§   Executive LTD

More detailed information about each of these benefits will be covered during your new employee executive orientation.

This is a very exciting time to join RadioShack Corporation.  It is my hope that after accepting this contingent employment offer, you will be available to report for work no later than June 14, 2010.

Please sign, date and return this letter to me at your earliest convenience via facsimile to 817-415-2490.  Meanwhile, if you have any questions, do not hesitate to call me at 817-415-4170.

Welcome to RadioShack Corporation!

Sincerely,

/s/  Jim Gooch

Jim Gooch

Executive Vice President - Chief Financial Officer

Accepted:
/s/  Mary Ann Doran	6/4/10
__________________________________	____________________________
Mary Ann Doran	Date

EX-10.64

Exhibit 10.64

THIRD AMENDED AND RESTATED RADIOSHACK 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 officers 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 its officers 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;

WHEREAS, in consideration of the foregoing, the Board has previously adopted the RadioShack Corporation Second Amended and Restated Termination Protection Plan; and

WHEREAS, the Company hereby amends and restates the Plan, effective as of December 31, 2010.

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

ARTICLE I

ESTABLISHMENT OF PLAN

1.1As of December 31, 2010, the Company hereby amends and restates the Second Amended and Restated RadioShack Corporation Termination Protection Plan “Level I” in its entirety 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.

2.1Accrued 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 in accordance with the Employer’s business expense reimbursement policies, (iii) vacation pay as required by law, and (iv) bonuses and incentive compensation, other than a “Pro Rata Bonus” (as he reinafter defined); provided that the Plan shall in no event be deemed to modify, alter or amend the terms of any plan, policy, practice or program of, or any contract or agreement with, the Company or any

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Subsidiary applicable to the time and form of payment of any such amounts, and all amounts shall be paid in accordance with the terms of such plan, policy, practice or program under which the amounts have accrued.

2.2Base 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.

2.3Benefits Amount.  “Benefits Amount” shall mean an amount equal to thirty percent (30%) of the Participant’s Base Amount.

2.4Board.  “Board” shall mean the Board of Directors of the Company.

2.5Bonus 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.

2.6Business Day.  “Business Day” shall mean a day, other than Saturday, Sunday or other day on which commercial banks in Fort Worth, Texas are authorized or required by applicable law to close.

2.7Cause.  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.

2.8Change 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 de termining 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

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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 the Effective Date, 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)The consummation of:

(1)A merger, consolidation, reorganization or other business combination with or into the Company or in which securities of the Company are issued, unless

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

(ii)the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation, reorganization or other business combination constitute at least two-thirds of the members of the board of directors of the Surviving Corporation, or a corporation beneficially directly or indirectly owning a majority of the combined voting power of the outstanding voting securities of the Surviving Corporation, or

(iii)no Person other than (i) the Company, (ii) any Subsidiary, (iii) any employee benefit plan (or any trust forming a part thereof) that, immediately prior to such merger, consolidation, reorganization or other business combination was maintained by the Company, the Surviving Corporation, or any Subsidiary, or (iv) any Person who, immediately prior to such merger, consolidation, reorganization or other business combination had Beneficial

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 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)The sale or other disposition of all or substantially all of the assets of the Company to any Person (other than (i) any such sale or disposition that results in at least fifty percent (50%) of the Company’s assets being owned by one or more subsidiaries or (ii) a distribution to the Company’s stockholders of the stock of a subsidiary or any other assets).

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 then outstanding Voting Securities (X) 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 subsection (X)) 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 inc reases the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur, or (Y) and such Subject Person (1) within fourteen (14) Business  Days (or such greater period of time as may be determined by action of the Board) after such Subject Person would otherwise have caused a Change in Control (but for the operation of this clause (Y)), such Subject Person notifies  the Board that such Subject Person did so inadvertently, and (2) within seven (7) Business Days after such notification (or such greater period of time as may be determined by action of the Board), such Subject Person divests itself of a sufficient number of Voting Securities so that such Subject Person is no longer the Beneficial Owner of more than the permitted amount of the outstanding Voting Securities.

(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 (such a termination, an “Anticipatory Termination”).

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2.9Code.  “Code” means the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder, as amended.  Any references to Code sections or related Treasury Regulations are intended to include any successor provisions thereto.

2.10Company.  “Company” shall mean RadioShack Corporation and shall include its “Successors and Assigns” (as hereinafter defined).

2.11Disability.  “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).

2.12Effective Date.  “Effective Date” shall be December 31, 2008.

2.13Eligible Emp1oyee.  “Eligible Employee” shall mean any officer of the Company on the day on which the Change in Control of the Company occurs, other than those officers who are parties to a Termination Protection Agreement with the Company or any Subsidiary.

2.14Employer.  “Employer” shall mean the Company or its divisions or its “Subsidiaries” (as hereinafter defined) with whom the Eligible Employee is employed.

2.15Good Reason.  “Good Reason” shall mean the occurrence after a Change in Control of any of the events or conditions described in Subsections (i) and (ii) hereof:

(i)the failure by the Employer to (A) comply with the provisions of Section 4.2(a) or (B) pay or provide compensation or benefits pursuant to the terms of Section 4.3, in either case, within fifteen (15) days of the date notice of such failure is given to the Employer; and

(ii)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 9.1 hereof, within thirty (30) days after the Change in Control.

Any event or condition described in this Section 2.15(i) and (ii) which occurs during the Term but within one (1) year prior to a Change in Control but which the Participant reasonably demonstrates (A) was at the request of a Third Party or (B) 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.

2.16Notice 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.

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2.17Participant.  “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.

2.18Plan.  “Plan” shall mean this Third Amended and Restated RadioShack Corporation Termination Protection Plan “Level I”.

2.19Pro 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.

2.20Subsidiary 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.

2.21Successors 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.

2.22Term.  “Term” shall mean the period of time the Plan remains effective as provided in Section 10.1.

2.23Termination 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 P articipant; provided further, however, that no such Notice of Termination shall be effective in the case of Disability unless the Participant shall not have returned to the full-time performance of his or her duties during the 30-day notice period.

ARTICLE III

ELIGIBILITY

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

3.2Duration 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.

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ARTICLE IV

TERMS OF EMPLOYMENT

4.1Employment Period.  The Employer agrees to continue the Participant in its employ, subject to the terms and conditions of this Plan, for the period commencing on the first date on which a Change in Control occurs during the Term (the “Change in Control Date”) and ending on the second anniversary of such date (the “Employment Period”).

4.2Position and Duties.

(a)During the Employment Period, (A) the Participant’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be commensurate in all material respects with those held, exercised and assigned immediately preceding the Change in Control Date (or, if changed at the request of the third party initiating the Change in Control, then the position, authority, duties and responsibilities in effect immediately prior to such change) and (B) the Participant’s services shall be performed at the location where the Participant was employed preceding the Change in Control Date or any office or location within a twenty mile radius of such location, except for r easonably required travel on the Employer’s business which is not materially greater than such travel requirements prior to the Change in Control.

(b)During the Employment Period, and excluding any periods of vacation and sick leave to which the Participant is entitled, the Participant shall devote reasonable attention and time during normal business hours to the business and affairs of the Employer and to discharge the responsibilities assigned to the Participant.  During the Employment Period, Participant may (A) serve on civic or charitable boards or committees of not-for-profit or similar organizations, (B) teach, and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Participant’s responsibilities as an employee of the Employer.  To the extent that any such activit ies have been conducted by the Participant prior to the Change in Control Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Change in Control Date shall not thereafter be deemed to interfere with the performance of the Participant’s responsibilities to the Employer.

4.3Compensation.

(a)Base Salary.  During the Employment Period, the Participant shall receive an annual base salary (“Annual Base Salary”), which shall be paid at a monthly rate, at least equal to twelve times the highest monthly base salary paid or payable, including any base salary which has been earned but deferred, to the Participant by the Employer and its affiliated companies in respect of the ninety (90) day period immediately preceding the Change in Control Date.  During the Employment Period, the Annual Base Salary shall be reviewed no more than twelve months after the last salary increase awarded to the Participant prior to the Change in Control Date and thereafter at least annually.  0;Any increase in Annual Base Salary shall not serve

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to limit or reduce any other obligation to the Participant under the Plan.  Annual Base Salary shall not be reduced after any such increase and the term Annual Base Salary as utilized in the Plan shall refer to Annual Base Salary as so increased.  As used in this Plan, the term “affiliated companies” shall include any company controlled by, controlling or under common control with the Employer.

(b)Annual Bonus.  In addition to Annual Base Salary, the Participant shall be entitled to participate, with respect to each fiscal year ending during the Employment Period, in the Employer’s annual bonus plan, under terms (including measures of performance, targets and payout potential) at least as favorable as the terms under such bonus plan as in effect immediately prior to the Change in Control Date (or, if changed at the request of the third party initiating the Change in Control, then the annual bonus plan in effect immediately prior to such change) (the “Annual Bonus”).  Each such Annual Bonus shall be paid within forty-five (45) days following the end of the fiscal year for which the Annual Bonus is awarded, unless the Participant shall elect to defer the receipt of such Annual Bonus.

(c)Incentive, Savings and Retirement Plans.  During the Employment Period, the Participant shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to other peer executives of the Employer and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Participant with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities or retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Employe r and its affiliated companies for the Participant under such plans, practices, policies and programs as in effect on the Change in Control Date (or, if changed at the request of the third party initiating the Change in Control, then such plans, practices, policies and programs as in effect immediately prior to such change) or if more favorable to the Participant, those provided generally during the two year Employment Period following the Change in Control Date to other peer executives of the Company and its affiliated companies.

(d)Stock Options and Other Equity Grants.  During each year of the Employment Period, the Participant shall receive either (A) stock option grants pursuant to the Company’s 1997 Incentive Stock Plan, the 1999 Incentive Stock Plan or the 2001 Incentive Stock Plan (or any successor or new plan) for each fiscal year ending during the Employment Period equal to the highest number and value to those granted to Participant for the year in which the Change in Control occurs (the “Stock Option Valuation”), or (B) if such Plan or Plans do not exist, then an amount in cash equal to the Stock Option Valuation amount, which amount shall be subject to any vesting schedule and other terms and conditions applicable to such grants in the year in which the Change in Control occurred.  In addition, during the Employment Period, the Participant shall receive restricted stock grants pursuant to the Company’s 1997 Incentive Stock Plan or any successor or new plan for each fiscal year during the Employment Period equal to the highest number and value to those granted to Participant for the year in which the Change in Control occurs (the “RSO Valuation”), or (B) if such Plan or Plans do not exist, then an amount in cash equal to the RSO Valuation amount, which amount shall be subject to any vesting schedule and other terms and conditions applicable to such grants in the year in which the Change in Control occurred.

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(e)Welfare Benefit Plans.  During the Employment Period, the Participant and/or the Participant’s family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Employer and its affiliated companies (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Employer and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Participant with benefits which are less favo rable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Participant on the Change in Control Date (or, if changed at the request of the third party initiating the Change in Control, then such plans, practices, policies and programs as in effect immediately prior to such change) or, if more favorable to the Participant, those provided generally at any time after the Change in Control Date to other peer executives of the Company and its affiliated companies.

(f)Expenses.  During the Employment Period, the Participant shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Participant in accordance with the most favorable policies, practices and procedures of the Employer and its affiliated companies in effect for the Participant on the Change in Control Date (or, if changed at the request of the third party initiating the Change in Control, then such policies, practices and procedures as in effect immediately prior to such change) or, if more favorable to the Participant, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.  All reimburseme nts of eligible expenses under this provision shall be made no later than the last day of the Participant’s tax year following the taxable year in which the expenses were incurred.  The amount of expenses eligible for reimbursement under this provision in any calendar year shall not affect the amount of expenses eligible for reimbursement in any other calendar year, and a Participant’s right to reimbursement shall not be subject to liquidation or exchange for any other benefit.  In all events, reimbursement shall be made in accordance with Treas. Reg. §1.409A-3(i)(1)(iv).

(g)Fringe Benefits.  During the Employment Period, the Participant shall be entitled to fringe benefits, or cash payments in lieu of such fringe benefits, in accordance with the most favorable plans, practices, programs and policies of the Employer and its affiliated companies in effect for the Participant on the Change in Control Date (or, if changed at the request of the third party initiating the Change in Control, then such plans, practices, programs and policies as in effect immediately prior to such change) or, if more favorable to the Participant, as in effect generally at any time thereafter with respect to other peer executives of the Employer and its affiliated companies.

(h)Office and Support Staff.  During the Employment Period, the Participant shall be entitled to an office or offices of a size and with furnishings and other appointments, and to personal secretarial and other assistance, at least equal to the most favorable of the foregoing provided to the Participant by the Employer and its affiliated companies on the Change in Control Date (or, if changed at the request of the third party initiating the Change in Control, then such office(s), furnishing, other appointments and assistance as in effect immediately prior to such change) or, if more favorable to the Participant, as provided generally at any time thereafter with respect to other peer executives of the Employe r and its affiliated companies.

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(i)Vacation.  During the Employment Period, the Participant shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of the Employer and its affiliated companies as in effect for the Participant on the Change in Control Date (or, if changed at the request of the third party initiating the Change in Control, then such plans, practices, programs and policies as in effect immediately prior to such change) or, if more favorable to the Participant, as in effect generally at any time thereafter with respect to other peer executives of the Employer and its affiliated companies.

(j)Indemnification.  The Employer shall indemnify the Participant and hold the Participant harmless to the fullest extent permitted by applicable law and under the by-laws of the Employer against and in respect to any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including reasonable attorneys’ fees), losses, and damages resulting from the Participant’s good faith performance of the Participant’s duties and obligations with the Employer.  This provision is in addition to any other rights of indemnification the Participant may have pursuant to any indemnification agreement or other agreement, if any, between the Participant and the Employer.

ARTICLE V

TERMINATION BENEFITS

5.1Payment 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 Participant 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.

5.2Payment 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 5.1, the Participant shall be entitled to receive under the Plan, a cash payment equal to the sum of:

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

(b)his or her Base Amount,

(c)his or her Bonus Amount, and

(d)his or her Benefits Amount.

Subject to Section 5.7 hereof, the amounts provided for in this Sections 5.2 (other than Accrued Compensation) shall be paid in a single lump sum cash payment on the 60th day following the Participant’s Termination Date.  A termination of employment shall not be deemed to have occurred for purposes of any provision of this Plan providing for the payment of any amounts or benefits payable under this Plan that is non-qualified deferred compensation subject to Code section 409A (such amounts, together, the “409A Deferred Compensation Amounts”),

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upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code section 409A (a “Separation from Service”).

5.3Mitigation.  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.

5.4Termination Pay.  Except as would otherwise result in a violation of Code section 409A, the payments and benefits provided for in Section 5.2(a), (b), (c) and (d) 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.

5.5Accrued Compensation.  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, the Employer shall pay all Accrued Compensation to a Participant on the 30th day following the Termination Date; provided that any Accrued Compensation attributable to a plan, policy practice, program, contract or agreement shall be paid in accordance with the terms thereof under which the amounts have accrued.

5.6Insurance.  The Employer shall cover the Participant under directors and officers liability insurance both during and, while potential liability exists, after the Termination Date in the same amount and to the same extent as the Employer covers its other officers or employees.

5.7Conditions to Payments.  A Participant will not be eligible to receive any payments or benefits made or provided pursuant to this Article V (other than Accrued Compensation) unless, prior to the 60th day following such Participant's Termination Date, such Participant:

(a)complies with the provisions of Article VIII hereof;

(b)delivers to the Company of an executed Confidentiality, Nonsolicitation and General Release Agreement (the “General Release”), which shall be substantially in the form attached hereto as Exhibit A (with such changes therein or additions thereto as needed under then applicable law to give effect to its intent and purpose) within twenty-one (21) days of presentation thereof by the Company to the Participant and the revocation period specified in the General Release expires without such Participant exercising his/her right of revocation as set forth in the General Release; and

(c)delivers to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans.

Nevertheless (and regardless of whether the General Release has been executed by the Participant), the Participant shall be entitled to receive all Accrued Compensation on the 30th day following the Termination Date; provided that any Accrued Compensation attributable to a plan, policy practice, program, contract or agreement shall be paid in accordance with the terms thereof under which the amounts have accrued.  In the event that the Participant dies before all payments pursuant to this Article V have been paid, all remaining payments shall be made to the

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beneficiary specifically designated by the Participant in writing prior to his death, or, if no such beneficiary was designated (or the Employer is unable in good faith to determine the beneficiary designated), to his or her personal representative or estate.

ARTICLE VI

TERMINATION OF EMPLOYMENT

6.1Notice 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 VII

LIMITATION ON PAYMENTS BY THE COMPANY

7.1Excise 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 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”).  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).

(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

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 Dispute, the Determination shall be binding, final and conclusive upon the Company and the Participant subject to the application of Paragraph 7.1(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 7.1(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, 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 VIII

PARTICIPANT COVENANTS

8.1Confidentiality and Nonsolicitation Agreement.  As a condition to receiving the right to receive any benefits under the Plan, each Participant shall enter into and comply with a Confidentiality, Nonsolicitation and General Release Agreement with the Company, substantially in the form of Exhibit A hereto.

ARTICLE IX

SUCCESSORS AND ASSIGNS

9.1Successors 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.

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9.2Sale 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 em ployment 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 X

TERM, AMENDMENT AND PLAN TERMINATION

10.1Term.  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.

10.2Amendment and Termination.  Subject to Section 10.1, 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; provided, however, that no such amendment or termination of the Plan during the Term may be made (a) at the request of a Third Party, or (b) 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.  Notwithstanding the preceding sen tence, the Board may amend the Plan and any awards under the Plan at any time without the consent of any Participant, to the extent the Board deems such amendment to be necessary to comply with the requirements of any applicable tax laws, securities laws, accounting rules and other applicable state and federal laws.

10.3Form 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 10.2.

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ARTICLE XI

MISCELLANEOUS

11.1Contractual Right.  Upon and after a Change in Control, each Participant shall have a fully vested, non-forfeitable contractual right, enforceable against the Company, to the benefits provided for under Sections 5.1, 5.2, 5.6 and 5.7 of the Plan upon satisfaction of the applicable conditions specified in those Sections.

11.2Employment 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.

11.3Notice.  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 a nationally recognized overnight delivery service or 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 sending thereof, except that notice of change of address shall be effective only upon receipt.

11.4Non-exclusivity of Rights.  Except as provided in Section 5.4, 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 Accrued Compensation 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 accord ance 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.

11.5Settlement 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.

11.6Trust.  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,

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 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.

11.7Waiver 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.

11.8Governing 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.

11.9Validity 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.

11.10Legal 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 Empl oyer 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 an Anticipatory Termination) occurred on or after a Change in Control.

11.11Forum.  Any suit brought under the Plan shall be brought in the appropriate state or federal court for Tarrant County, Texas.

11.12Withholding.  The Company may withhold from any amounts payable under the Plan such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

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11.13Code Section 409A.

(a)It is intended that the Plan and the Board’s exercise of authority or discretion hereunder shall comply with the provisions of Code section 409A and the Treasury Regulations relating thereto so as not to subject a Participant to the payment of interest and tax penalty which may be imposed under Code section 409A.  In furtherance of this interest, to the extent that any regulations or other guidance issued under Code section 409A after the Effective Date would result in a Participant being subject to payment of interest and tax penalty under Code section 409A, the Board may amend the Plan, without the Participant’s consent, including with respect to the timing of payment of benefits, in order t o avoid the application of or to comply with the requirements of Code section 409A; provided, however, that the Company makes no representation that compensation or benefits payable under this Plan shall be exempt from or comply with Code section 409A and makes no representation to preclude Code section 409A from applying to the compensation or benefits payable under the Plan.

(b)With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Plan, to the extent such payment or benefit would be considered deferred compensation under Code section 409A or is required to be included in the Participant’s gross income for federal income tax purposes, such expenses (including, without limitation, expenses associated with in-kind benefits) will be reimbursed by the Employer no later than December 31st of the year following the year in which the Participant incurs the related expenses.  In no event shall the reimbursements or in-kind benefits to be pro vided by the Employer in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Participant’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.

(c)Each payment under this Plan is intended to be a “separate payment” and not of a series of payments for purposes of Code section 409A.

(d)Notwithstanding any provisions of the Plan to the contrary, if the Participant is a “specified employee” (within the meaning of Code section 409A and determined pursuant to any policies adopted by the Company consistent with Code section 409A) (a “Specified Employee”), at the time of the Participant’s Separation from Service and if any portion of the payments or benefits to be received by the Participant upon Separation from Service would be considered deferred compensation under Code section 409A and cannot be paid or provided to the Participant without the Participant incurring taxes, interest or penalties under Code section 409A, amounts that would otherwise be payable pursuant to t his Plan and benefits that would otherwise be provided pursuant to this Plan, in each case, during the six-month period immediately following the Participant’s Separation from Service will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of the Participant’s Separation from Service or (ii) the Participant’s death (such earlier date, the “Delayed Payment Date”).

(e)Anything in this Plan to the contrary notwithstanding, in the event of an Anticipatory Termination, any 409A Deferred Compensation Amounts shall be paid as follows: (i) if the Change in Control is a “change in control event,” within the meaning of Code section 409A, (A) except as provided in clause (i)(B), on the date of such change in control event, or (B)

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if the Participant is a Specified Employee, and the Delayed Payment Date is later than the date of such change in control event, on the Delayed Payment Date, and (ii) if the Change in Control is not a “change in control event,” within the meaning of Code section 409A, on the first anniversary of the date of such Anticipatory Termination to the extent payment on such date would not violate Code section 409A.  In the event of an Anticipatory Termination, any payments or benefits required to be paid or provided under this Plan that are not deferred compensation subject to Code section 409A shall be paid or shall commence being provided on the date of the Change in Control.

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EXHIBIT A

FORM OF CONFIDENTIALITY, NONSOLICITATION AND GENERAL

RELEASE AGREEMENT

This Confidentiality, Nonsolicitation and General Release Agreement (this "Agreement"), dated ___________, 200__ is between RadioShack Corporation, a Delaware corporation (the "Company"), and _____________ (the "Participant") (collectively the “Parties”).

NOW THEREFORE, for valuable consideration, the adequacy which is hereby acknowledged, the Parties agree as follows:

1.Separation of Employment with the Company.

a.Effective _______, 200__ (the “Termination Date”), Participant is terminated and separated from his/her position as ____________________________________________ of the Company, and Participant thereby relinquishes and resigns from all officer and director positions, all other titles, and all authorities with respect to the Company or any affiliated entity of the Company and shall be deemed terminated and separated from employment with the Company for all purposes.

b.As consideration to Participant for this Agreement, the Company agrees to pay Participant his/her Accrued Compensation and Pro Rata Bonus, Base Amount, Bonus Amount and Benefits Amount in accordance with the Company’s Third Amended and Restated Termination Protection Plan “Level 1” (the “Plan”); provided, however, Participant does not exercise his/her right of revocation under Section 6 hereof.

c.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) and, except as otherwise expressly set forth herein, the capitalized terms used in this Agreement shall have the same definitions as set forth in the Plan.

2.Covenants Not to Solicit or Interfere.

a.During the period of time equal to twelve (12) months after the Termination Date, Participant shall not, either directly or indirectly, within the United States of America or any country of the world in which  the Company sells, imports, exports, assembles, packages or furnishes its products, articles, parts, supplies, accessories or services or is causing them to be sold, imported, exported, assembled, packaged or furnished through related entities, representatives, agents, or otherwise:

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i.solicit or induce, or attempt to solicit or induce, any employee of   the Company, current or future, to leave or cease their relationship with the Company, for any reason whatsoever, or hire any current or future employee of  the Company; or

ii.solicit or attempt to solicit  the Company’s existing or prospective customers to purchase services or products that are competitive with those manufactured, designed, programmed, serviced, repaired, rented, marketed, offered for sale and/or under any stage of development by  the Company as of the date of Participant’s separation from the Company.  For purposes of this Agreement, existing customers shall mean those persons or firms that   the Company has made a sale to in the twelve (12) months preceding Participant’s separation from employment; and prospective customers shall mean those persons or firms whom the Company has solicited and/or negotiated to sell the Company’s products, articles, parts, supplies, accessories or services to within the twelve (12) months preceding Participant’s separation from the Company.

b.Participant acknowledges that the Company conducts its business on an international level and has customers throughout the United States and many other countries, and that the geographic restriction on solicitation is therefore fair and reasonable.

3.Confidential Information.

a.For purposes of this Agreement, “Confidential Information” includes any and all information and trade secrets, whether written or otherwise, relating to the Company’s business, property, products, services, operations, sales, prospects, research, customers, business relationships, business plans and finances.

b.Participant acknowledges that while employed at the Company, Participant has had access to Confidential Information.  Participant further acknowledges that the Confidential Information is of great value to the Company and that its improper disclosure will cause the Company to suffer damages, including loss of profits.

c.Participant shall not at any time or in any manner use, copy, disclose, divulge, transmit, convey, transfer or otherwise communicate any Confidential Information to any person or entity, either directly or indirectly, without the Company's prior written consent.

d.Participant acknowledges that all of the information described in subsection (a) above is “Confidential Information,” which is the sole and exclusive property of the Company.  Participant acknowledges that all Confidential Information was revealed to Participant in trust, based solely upon the confidential employment relationship then existing between the Company and Participant.  Participant agrees: (1) that all writings or other records concerning Confidential Information are the sole and exclusive property of  the Company; (2) that all manuals, forms, and supplies furnished to or used by Participant and all data or information placed thereon by Participant or any other pe rson are  the Company’s sole and exclusive property; (3) that, upon execution of this Agreement, or upon request of  the Company at any time, Participant shall deliver to  the Company all such writings, records, forms, manuals, and supplies and all copies of such;  (4) that Participant will not make or retain any copies of such for his/her own or personal

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use, or take the originals or copies of such from the offices of the Company; and (5) that Participant will not, at any time, publish, distribute, or deliver any such writing or records to any other person or entity, or disclose to any person or entity the contents of such records or writings or any of the Confidential Information.

e.Participant acknowledges that he/she has not disclosed in the past, and agrees not to disclose in the future, to the Company any confidential information or trade secrets of former employers or other entities Participant has been associated with.

4.Non-Disparagement.  Each of Participant and the Company (for purposes hereof, “the Company” shall mean only (i) the Company by press release or other formally released announcement and (ii) the executive officers and directors thereof and not any other employees) agrees not to make any public statements that disparage the other party, or in the case of the Company, its respective affiliates, employees, officers, directors, products, articles, parts, supplies, accessories or services.  Notwithstanding the foregoing, statements mad e in the course of sworn testimony in administrative, judicial or arbitral proceedings (including, without limitation, depositions in connection with such proceedings) shall not be subject to this Section 3.

5.Injunctive Relief; Damages.  Participant acknowledges that any breach of this Agreement will cause irreparable injury to the Company and that money damages alone would be inadequate to compensate it.  Upon a breach or threatened breach by Participant of any of this Agreement, the Company shall be entitled to a temporary restraining order, preliminary injunction, permanent injunction or other relief restraining Participant from such breach without posting a bond.  Nothing herein shall be construed as prohibiting the Company from pur suing any other remedies for such breach or threatened breach, including recovery of damages from Participant.

6.General Release

a.   The Participant, for himself/herself, his/her spouse, heirs, administrators, children, representatives, executors, successors, assigns, and all other persons claiming through Participant, if any (collectively, “Releasers”), knowingly and voluntarily releases and forever discharges  the Company, its affiliates, subsidiaries, divisions, successors and assigns and the current, future and former employees, officers, directors, trustees and agents thereof, from any and all claims, causes of action, demands, fees and liabilities of any kind whatsoever, whether known and unknown, against  the Company, that Participant has, has ever had or may have as of the date of execution of this Agreement, including, but not limited to, any alleged violation of:

●           The National Labor Relations Act, as amended;

●           Title VII of the Civil Rights Act of 1964, as amended;

●           The Civil Rights Act of 1991;

●           Sections 1981 through 1988 of Title 42 of the United States Code, as amended;

●           The Employee Retirement Income Security Act of 1974, as amended;

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●           The Immigration Reform and Control Act, as amended;

●           The Americans with Disabilities Act of 1990, as amended;

●           The Age Discrimination in Employment Act of 1967, as amended;

●           The Older Workers Benefit Protection Act of 1990;

●           The Worker Adjustment and Retraining Notification Act, as amended;

●           The Occupational Safety and Health Act, as amended;

●           The Family and Medical Leave Act of 1993;

●           The Equal Pay Act;

●           The Texas Labor Code;

●           The Texas Commission on Human Rights Act;

●           The Texas Pay Day Act;

●           Chapter 38 of the Texas Civil Practices and Remedies Code;

●           Any other federal, state or local civil or human rights law or any other local, state     or federal law, regulation or ordinance;

●           Any provisions of the State of Texas or Federal Constitutions; or

●           Any public policy, contract, tort, or common law.

Notwithstanding anything herein to the contrary, this Agreement shall not apply to: (i) Participant’s rights of indemnification and directors’ and officers’ liability insurance coverage to which he/she was entitled immediately prior to the Termination Date hereof with regard to his/her service as an officer of  the Company; (ii) Participant’s rights under any tax-qualified pension, claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by  the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and benefits which must be provided to Participant pursuant to the terms of any employee benefit plan of  the Company; (iii) Participant’s rights under the provisions of  the Plan which are intended to survive termination of employment; or (iv) Participant’s rights as a stockholder.  Excluded from this Agreement are any claims which cannot be waived by law.

b.           Participant acknowledges and recites that:

(i)           Participant has executed this Agreement knowingly and voluntarily;

(ii)           Participant has read and understands this Agreement in its entirety, including the waiver of rights under the Age Discrimination in Employment Act;

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(iii)           Participant has been advised and directed orally and in writing (and this subparagraph (b) constitutes such written direction) to seek legal counsel and any other advice he/she wishes with respect to the terms of this Agreement before executing it;

(iv)           Participant has sought such counsel, or freely and voluntarily waives the right to consult with counsel, and Participant has had an opportunity, if he/she so desires, to discuss with counsel the terms of this Agreement and their meaning;

(v)           Participant enters into this Agreement knowingly and voluntarily, without duress or reservation of any kind, and after having given the matter full and careful consideration; and

(vi)           Participant has been offered 21 calendar days after receipt of this Agreement to consider its terms before executing it.  If Participant has not executed this Agreement within 21 days after receipt, this Agreement shall be unenforceable and null and void.

c.           Participant shall have 7 days from the date hereof to revoke this Agreement by providing written notice of the revocation as set forth in Section 5, below, in which event this Agreement shall be unenforceable and null and void.

 d.           21 DAYS TO SIGN; 7-DAY REVOCATION PERIOD.  PARTICIPANT UNDERSTANDS THAT HE/SHE MAY TAKE UP TO 21 CALENDAR DAYS FROM THE DATE OF RECEIPT OF THIS AGREEMENT TO CONSIDER THIS AGREEMENT BEFORE SIGNING IT.  FULLY UNDERSTANDING PARTICIPANT’S RIGHT TO TAKE 21 DAYS TO CONSIDER SIGNING THIS AGREEMENT, AND AFTER HAVING SUFFICIENT TIME TO CONSIDER PARTICIPANT’S OPTIONS, PARTICIPANT HEREBY WAIVES HIS/HER RIGHT TO TAKE THE FULL 21 DAY PERIOD.  PARTICIPANT FURTHER UNDERSTANDS THAT HE/SHE MAY REVOKE THIS AGREEMENT AT ANY TIME DURING THE SEVEN (7) CALENDAR DAYS AFTER SIGNING IT, AND THAT THIS AGREEMENT SHALL NOT BECOME BINDING UNTIL THE SEVEN (7) DAY REVOCATION PERIO D HAS PASSED.

e.           To revoke this Agreement, Participant must send a written statement of revocation to:

RadioShack Corporation

                                                MS CF5-121

300 RadioShack Circle

Fort Worth, TX  76102

Attn:  Vice President-Human Resources

The revocation must be received no later than 5:00 p.m. on the seventh day following Participant’s execution of this Agreement.

7.Cooperation.  Participant agrees to cooperate with the Company, and its financial and legal advisors, and/or government officials, in any claims, investigations, administrative proceedings, lawsuits, and other legal, internal or business matters, as reasonably requested by the Company.  Also, to the extent Participant incurs travel or other expenses with respect to such

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 activities, the Company will reimburse his/her for such reasonable expenses documented and approved in accordance with the Company’s then current travel policy.

8.No Admission.  This Agreement shall not in any way be construed as an admission by  the Company of any act of discrimination or other unlawful act whatsoever against Participant or any other person, and  the Company specifically disclaims any liability to or discrimination against Participant or any other person on the part of itself, its employees, or its agents.

9.Severability.  It is the desire and intent of the Parties that the provisions of this Agreement shall be enforced to the fullest extent permissible.  Accordingly, if any provision of this Agreement shall prove to be invalid or unenforceable, the remainder of this Agreement shall not be affected, and in lieu, a provision as similar in terms as possible shall be added.

10.Entire Agreement.  This Agreement, together with the documents incorporated herein by reference, represents the entire agreement between the parties with respect to the subject matter hereof and this Agreement may not be modified by any oral or written agreement unless same is in writing and signed by both parties.

11.Governing Law.  This Agreement shall be governed by the internal laws (and not the choice of law principles) of the State of Texas, except for the application of pre-emptive federal law.

12.Survival.  Participant's obligations under this Agreement shall survive the termination of Participant's employment and shall thereafter be enforceable whether or not such termination is later claimed or found to be wrongful or to constitute or result in a breach of any contract or of any other duty owed to Participant.

13.Amendments; Waiver.  This Agreement may not be altered or amended, and no right hereunder may be waived, except by an instrument executed by each of the Parties.

IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first above written.

 THE COMPANY:

 RadioShack Corporation, for itself and its

 subsidiaries

 By:      _______________________________                                                             

 Its:      ______________________________                                                             

 PARTICIPANT:

                _______________________________

 Name:  _______________________________

A-6

EX-10.70

Exhibit 10.70

RADIOSHACK CORPORATION

2011 EXECUTIVE DEFERRED COMPENSATION PLAN

Effective as of December 1, 2010

RadioShack Corporation, a Delaware corporation (the "Company"), hereby adopts the 2011 RadioShack Corporation Executive Deferred Compensation Plan, effective as of December 1, 2010.  Unless otherwise indicated, all “section” or “Code” references are to the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated under the authority of the applicable Code section and, in each case, any successor provisions thereto.

ARTICLE ONE

PURPOSE

1.1 General.  The purpose of the Plan is to attract, motivate, and retain officers of the Company and its subsidiaries by providing participants with an opportunity to defer the receipt of compensation earned in 2011 and subsequent years and to accumulate earnings thereon on a tax-deferred basis.

1.2 Unfunded Top Hat Plan.  The Plan is intended to be an unfunded plan for purposes of the Employee Retirement Income Security Act of 1974, as amended, and maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees.

ARTICLE TWO

DEFINITIONS

The following capitalized terms used in the Plan shall have the respective meanings set forth in this Article:

2.1 Board.  “Board” means the Board of Directors of the Company.

2.2 Bonus Deferral Election.  “Bonus Deferral Election” means an election to defer payment of an annual bonus distributed in the form of cash.  Bonus Deferral Elections shall take the form prescribed by the Committee and shall be subject to the terms and conditions of Article Four.

2.3       Change in Control.  “Change in Control” shall mean and 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.

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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 December 1, 2010, 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 C ontest”) including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or

(c)           The consummation of:

(i) A merger, consolidation, reorganization or other business combination with or into the Company or in which securities of the Company are issued, unless

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

(B)            the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation, reorganization or other business combination constitute at least two-thirds of the members of the board of directors of the Surviving Corporation, or a corporation beneficially directly or indirectly owning a majority of the combined voting power of the outstanding voting securities of the Surviving Corporation, or

(C)            no Person other than (i) the Company, (ii) any Subsidiary, (iii) any employee benefit plan (or any trust forming a part thereof) that, immediately prior to such merger, consolidation, reorganization or other business combination was maintained by the Company, the Surviving Corporation, or any Subsidiary, or (iv) any Person who, immediately prior to such merger, consolidation, reorganization or other business combination had

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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

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) The sale or other disposition of all or substantially all of the assets of the Company to any Person (other than (i) any such sale or disposition that results in at least fifty percent (50%) of the Company’s assets being owned by one or more subsidiaries or (ii) a distribution to the Company’s stockholders of the stock of a subsidiary or any other assets).

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 then outstanding Voting Securities (X) 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 subsection (X)) 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 Votin g Securities which increases the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur, or (Y) and such Subject Person (1) within fourteen (14) Business  Days (or such greater period of time as may be determined by action of the Board) after such Subject Person would otherwise have caused a Change in Control (but for the operation of this clause (Y)), such Subject Person notifies  the Board that such Subject Person did so inadvertently, and (2) within seven (7) Business Days after such notification (or such greater period of time as may be determined by action of the Board), such Subject Person divests itself of a sufficient number of Voting Securities so that such Subject Person is no longer the Beneficial Owner of more than the permitted amount of the outstanding Voting Securities.

2.4 Committee.  “Committee” means a committee of the Board consisting of at least two members appointed by the Board to administer the Plan and to perform the functions set forth herein.

2.5 Company.  “Company” means RadioShack Corporation, a Delaware corporation, or any successor entity thereto, including without limitation, the transferee of all or substantially all of the stock or assets of the Company.

2.6 Deferral Account.  “Deferral Account” means a notional account established and maintained for each Participant in accordance with Article Five hereof, for bookkeeping purposes only, to measure the value of elective deferrals made under the Plan and the earnings thereon.  Amounts credited to the Deferral Account shall be expressed in dollars and cents.  To the extent that a Participant makes different Payment Elections for different deferrals pursuant to Section 6.2, the Deferral Account shall be divided into separate subaccounts as necessary to reflect such Payment Elections.

2.7 Deferral Election.  “Deferral Election” means a Salary Deferral Election or a Bonus Deferral Election, as applicable.

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2.8 LTIP Deferral Election.  “LTIP Deferral Election” means an election to defer payment of a long-term incentive award distributed in the form of cash.  LTIP Deferral Elections shall take the form prescribed by the Committee and shall be subject to the terms and conditions of Article Four.

2.9 LTIP Period.  “LTIP Period” means a period of time established by a committee of the Board for a long-term incentive award that is greater than twelve (12) months.

2.10 Participant.  “Participant” means (a) an eligible employee described in Section 4.1 who has filed a Deferral Election with the Committee and is participating in the Plan in accordance with the provisions of Article Four, and (b) any other person who has a Deferral Account by reason of his or her prior status as an eligible employee.

2.11 Payment Election.  “Payment Election” means an election to determine the form of payment of amounts deferred hereunder.  Payment Elections shall take the form prescribed by the Committee and shall be subject to the terms and conditions of Article Six.

2.12 Plan.  “Plan” means the RadioShack Corporation 2011 Executive Deferred Compensation Plan, as amended from time to time.

2.13 Plan Year.  “Plan Year” means the period beginning on the effective date of the Plan and ending on the immediately following December 31 and each subsequent calendar year.

2.14 Salary Deferral Election.  “Salary Deferral Election” means an election to defer payment of base salary. Salary Deferral Elections shall take the form prescribed by the Committee and shall be subject to the terms and conditions of Article Four.

2.15 Separation from Service.  “Separation from Service” means a Participant’s “separation from service” within the meaning of Treasury Regulation §1.409A-1(h).

2.16 Unforeseeable Emergency.  “Unforeseeable Emergency” means a severe financial hardship of a Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s beneficiary, or a dependent (as defined in Code section 152, without regard to Code sections 152(b)(1), (b)(2) and (d)(1)(B)) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

ARTICLE THREE

             ADMINISTRATION

3.1 Committee.  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.  Except as otherwise provided in the Plan, the Committee shall have full power to construe and interpret the Plan, establish and amend rules and regulations for its administration, and perform all other acts relating to the Plan, including the delegation of administrative responsibilities that it believes reasonable and proper.

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3.2 Duties.  The Committee, or any person or entity designated by the Committee, shall be responsible for the administration of the Plan including but not limited to determination of eligibility, receiving Deferral Elections, provision of investment choices, distribution of benefits, maintenance of account balances, calculation of hypothetical investment returns and any other duties concerning the day-to-day operation of the Plan.  The Plan is intended to comply with the requirements of Code section 409A and shall be administered and interpreted accordingly.

3.3 Adjudication.  Any decision made, or action taken, by the Committee or the Board arising out of, or in connection with, the interpretation and administration of the Plan, including but not limited to the adjudication of claims and payment of benefits hereunder, shall be final and conclusive.

3.4 Indemnification.  No member of the Committee or its delegate 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, negotiating 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, denying authorization to, or failing to authorize any transaction hereunder.
60; Payment of any indemnity under this section that is not exempt from Code section 409A shall comply with Code section 409A’s requirements for reimbursement plans, as set forth in Treas. Reg. § 1.409A-3(i)(1)(iv).  For this purpose (a) the indemnity under this provision shall continue for the indemnified person’s lifetime, and, if later, until the complete disposition of all covered claims; (b) the amount of expenses indemnified during one taxable year of an indemnified person shall not affect the amount of expenses indemnified in any other taxable year; (c) payment of an indemnity shall be made by the last day of the indemnified person’s taxable year following the taxable year in which the expense was incurred; and (d) the indemnified person’s right to indemnification shall not be subject to liquidation or exchange for any other benefit.

ARTICLE FOUR

PARTICIPATION

4.1 Eligibility.  Participation in the Plan shall be limited to regular full-time employees of the Company and its subsidiaries who are officers.

4.2 Filing an Election.

(a) Salary Deferral Elections.  An eligible employee described in Section 4.1 may elect to defer a portion of his or her base salary earned during pay periods beginning in a Plan Year by filing with the Committee a completed and fully executed Salary Deferral Election by December 31 of the immediately preceding Plan Year.

(b) Bonus Deferral Elections.  An eligible employee described in Section 4.1 may elect to defer a portion of his or her annual bonus earned during a Plan Year by filing with the Committee a completed and fully executed Bonus Deferral Election (in compliance with Treasury Regulation §1.409A-2(a)(8)) by June 30 of the Plan Year.

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(c) LTIP Deferral Elections.  An eligible employee described in Section 4.1 may elect to defer a portion of his or her cash long-term incentive award earned during an LTIP Period by filing with the Committee a completed and fully executed LTIP Deferral Election (in compliance with Treasury Regulation §1.409A-2(a)(8)) by June 30 of the last Plan Year in the applicable LTIP Period.

(d) New Participants.  Notwithstanding the foregoing, if, during any Plan Year or LTIP Period beginning in 2011 or any subsequent year, any employee of the Company or its subsidiaries becomes eligible to participate in the Plan under Section 4.1, and such employee qualifies as initially eligible under the standards set forth in Treas. Reg. § 1.409A-2(a)(7), then such employee may elect to defer a portion of his or her base salary and/or annual bonus earned during such Plan Year, and/or his or her long-term incentive award earned during a LTIP Period that includes such Plan Year by filing with the Committee a Salary Deferral Election, Bonus Deferral Election, and/or LTIP Deferral Election within 30 days after the date the employee becomes eligible for the Plan.  Any such Salary Deferral Election shall apply to base salary earned during pay periods beginning in the Plan Year after the date of the election.  Any such Bonus Deferral Election shall apply to that portion of the annual bonus earned during the Plan Year equal to the total amount of the bonus multiplied by the ratio of the number of days remaining in the Plan Year after the date of the election over the total number of days in the Plan Year.  Any such LTIP Deferral Election shall apply to that portion of the designated long-term incentive award earned during the corresponding LTIP Period equal to the total amount of the long-term incentive award multiplied by the ratio of the number of days remaining in the LTIP Period after the date of the election over the total number of days in the LTIP Period.With respect to Bonus Deferral Elections and LTIP Deferral Elections referred to in the first sentence of this Section 4.2(d), employees becoming eligible to participate in the Plan during a Plan Year or LTIP Period may nonetheless file a Bonus Deferral Election and/or LTIP Deferral Election for such Plan Year or LTIP Period pursuant to Sections 4.2(b) and 4.2(c), respectively, if such Deferral Election(s) would be in compliance with Treasury Regulation §1.409A-2(a)(8).

4.3 Application of Deferral Elections.  A Deferral Election shall become irrevocable once filed with the Committee.  A Deferral Election filed for a Plan Year shall be effective for base salary and/or annual bonus to be earned during that Plan Year only.  An LTIP Deferral Election filed for an LTIP Period shall be effective only for the long-term incentive award to be earned during the corresponding LTIP Period.  For each subsequent Plan Year, a Participant who wishes to defer base salary and/or an annual bonus must file a new complete and fully executed Salary Deferral Election and/or Bonus Deferral Election with the Committee as provided in Section 4.2.  For each subsequent LTIP Period, a Participant who wishes to defer a long-term incentive award must file a new complete and fully executed LTIP Deferr al Election with the Committee as provided in Section 4.2.

4.4 Compensation Subject to Deferral.    A Deferral Election shall designate the dollar amount or percentage of base salary, annual bonus and/or long-term incentive award to be deferred in accordance with the terms prescribed therein.  Unless otherwise permitted by the Committee, the maximum amount of base salary that a Participant may elect to defer for a Plan Year is 80% of base salary, and the maximum amount of annual bonus that a Participant may elect to defer for a Plan Year is 80% of the annual bonus.  Similarly, unless otherwise permitted by the Committee, the maximum amount of a long-term incentive award that a Participant may elect to defer for a given LTIP Period is 80% of the corresponding long-term incentive award.  Any election by a Participant to defer an amount in excess of either maximum limit shall be automatically reduced to comply with such limit.

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ARTICLE FIVE

CREDITING, VESTING AND INVESTMENT OF ELECTIVE DEFERRALS

5.1 Crediting of Elective Deferrals.  Amounts deferred by a Participant under Article Four shall be credited to the Participant’s Deferral Account if, as, and when such amounts would otherwise have been paid to the Participant or at such other times as the Committee shall determine, provided that the Participant’s deferrals during the year, in the aggregate, reflect his or her Deferral Election in accordance with Code section 409A.

5.2 Vesting.  Each Participant shall have a nonforfeitable and fully vested right to the value in his or her Deferral Account at all times.

5.3 Investment Choices.  Each Participant shall be entitled to direct the deemed investment of the amounts credited to his or her Deferral Account in any of the investment choices or combination of investment choices as may be offered by the Committee from time to time in accordance with the rules, regulations and procedures established by the Committee.  The Committee may add or remove investment choices at its sole discretion at any time.  However, notwithstanding anything contained herein to the contrary, Participants shall not be permitted to purchase or sell securities of the Company within the Plan.

5.4 Investment Earnings.  Each Participant’s Deferral Account shall be credited with earnings and losses in accordance with such Participant’s investment choices.  Earnings and losses shall begin to accrue with respect to amounts credited to a Participant’s Deferral Account under Section 5.1 in accordance with the procedures established by the Committee.

ARTICLE SIX

DISTRIBUTIONS

6.1 Timing and Form of Payment.

(a) Payment Event.  A Participant’s Deferral Account shall be paid to the Participant as set forth in their Payment Election(s), or as set forth in Section 6.1(b) in the absence of a Payment Election.

(b) Commencement Date.  In the absence of a Payment Election, payment shall be made or commence on the first business day of the month next following the date that is six (6) months after the date of the Participant’s Separation from Service.

(c) Form of Payment.  Payment shall be made in a single lump sum except as otherwise elected by the Participant in accordance with Section 6.2(a).

(d) Medium of Payment.  Any payment from a Participant’s Deferral Account shall be made in the form of cash.

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6.2 Payment Elections.

(a) Payment Elections.  With each Deferral Election, a Participant may file a Payment Election that provides for the date(s) and form of payment for amounts deferred under such Deferral Election and earnings thereon.  A Participant may elect to have such deferred amounts paid in a single lump sum or in up to four (4) installments.  The Participant may elect the date(s) on which payments are to be made or commence, provided however, the total number of payment dates elected by a Participant among all of the Participant’s Payment Elections on which payments are to be made or commence shall not exceed three (3) unique payment dates.  If a Participant files a Payment Election containing a payment date in excess of three (3) total payment dates, pay ment(s) shall be made or commence at the time provided in Section 6.1(b) as if no date for such Payment Election had been specified.  The amount of each installment may be established by the Participant at the time of their Deferral Election as a percentage of the total value in their Deferral Account corresponding to the Deferral Election, provided that the sum of the percentages must equal 100%. If a Participant does not make a payment election with respect to any deferred amounts, such amounts shall be paid in a single lump sum at the time provided in Section 6.1(b).

(b) Separation from Service Before Age 55.  Notwithstanding the foregoing or any Payment Election made by a Participant, if a Participant has a Separation from Service for any reason prior to reaching age 55, the Participant’s entire Deferral Account shall be paid to the Participant in a single lump sum at the time provided in Section 6.1(b).

6.3 Death.  Notwithstanding the foregoing or any Payment Election made by a Participant, if a Participant dies before the complete distribution of his or her Deferral Account, the entire Deferral Account, or the remaining portion of the Deferral Account if distributions have already commenced in the form of installments, shall be paid to the Participant’s beneficiary in a single lump sum within 30 days following the date the Committee receives notice of the Participant’s death, accompanied by a death certificate.

6.4 Change in Control.  Notwithstanding the foregoing or any Payment Election made by a Participant, if a Change in Control occurs with respect to the Company, the Participant’s entire Deferral Account shall be paid to the Participant (or his or her beneficiary) in a single lump sum within 30 days following the date of the Change in Control (subject to any required delay as provided in Treasury Regulation §1.409A-3(i)(2)), and all deferrals being made at the time of the Change in Control pursuant to prior Deferral Elections shall cease.

6.5 Unforeseeable Emergency.  In the event that a Participant suffers an Unforeseeable Emergency, the Participant may request that the Committee approve an immediate distribution of all or a portion of the Participant’s Deferral Account.  If the Committee approves such request, the Company shall pay to the Participant, within 30 days after the date of the Committee’s approval (subject to any required delay as provided in Treasury Regulation §1.409A-3(i)(2)), an amount equal to the lesser of (a) the value of the Participant’s Deferral Account and (b) the amount reasonably necessary to satisfy the emergency need (plus amounts necessary to pay any federal, state, local, or foreign income taxes or penalties reasonably anticipated to result from the distribution), taking into account the extent to which such need is or may be relieved through reimbursement or compensation from insurance or otherwise, or by liquidation of the Participant's assets, to the extent the liquidation of such assets would not itself cause severe financial hardship.  If the Participant’s Deferral Account is divided into separate subaccounts as provided in Section 2.6, the amount of the distribution shall be taken pro rata from such subaccounts.  Whenever a Participant receives a distribution under this Section 6.5, the Participant shall be deemed to have revoked all current Deferral Elections under the Plan effective as of the date of the distribution, but will be permitted to participate in the next election period in accordance with Section 4.2 unless otherwise determined by the Committee.

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6.6 Early Payment.  The Committee, in its sole discretion, may authorize early payment of all or a portion of a Participant’s Deferral Account to the extent permitted by Treas. Reg. § 1.409A-3(j)(4).  Without limitation, payment may be accelerated:

(a) To comply with a domestic relations order as defined in Code Section 414(p)(1)(B);

(b) To comply with ethics laws or conflicts of interest laws;

(c) To cashout a Participant's entire remaining interest under the Plan (or plans required to be aggregated) if the payment is not greater than the Code Section 402(g) limit (not including catch-up contributions);

(d) To pay the Federal Insurance Contributions Act (FICA) tax imposed under Code Sections 3101, 3121(a), and 3121(v)(2) on compensation deferred under the Plan, to pay the income tax at source on wages imposed under Code Section 3401 or the corresponding withholding provisions of applicable state, local, or foreign tax laws as a result of the payment of the FICA tax amount, or to pay the additional income tax at source on wages attributable to the pyramiding Code Section 3401 wages and taxes;

(e) When amounts become includible in income due to a failure to comply with Code Section 409A;

(f) To cancel a Deferral Election due to an Unforeseeable Emergency or a hardship distribution pursuant to Treas. Reg. § 1.401(k)-1(d)(3);

(g) Pursuant to a termination and liquidation of the Plan upon bankruptcy, a Change in Control, or Company discretion as provided in Treas. Reg. § 1.409A-3(j)(4)(ix);

(h) To reflect payment of state, local, or foreign tax obligations arising from participation in the Plan that apply to an amount deferred under the Plan before the amount is paid or made available to the Participant;

(i) To cancel a Deferral Election due to disability pursuant to Treas. Reg. § 1.409A-3(j)(4)(xii);

(j) To satisfy a debt owed by the Participant to the Company where such debt is incurred in the ordinary course of the service relationship, the reduction does not exceed $5,000, and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Company; and

(k) As part of a settlement between the Participant and the Company of an arm's length, bona fide dispute as to the Participant's right to the deferred amount.

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6.7 Valuation of Distributions.  Each distribution to a Participant shall be based on the value of the Participant’s Deferral Account (or the applicable subaccount) as of the last business day of the month preceding the date of payment.

6.8 Reemployment.

(a) Continued Distribution of Account.  If, after a Participant’s Separation from Service, the Participant is reemployed by the Company or a subsidiary prior to the complete distribution of his or her Deferral Account, distributions from the Deferral Account shall be made as scheduled without regard to the Participant’s reemployment.

(b) New Deferral Account.  A reemployed Participant who is eligible for the Plan may make new Deferral Elections pursuant to Section 4.2, in which case a new Deferral Account shall be established for such Participant to which deferrals relating to the period following his or her reemployment shall be credited.  Such new Deferral Account shall be paid following the Participant’s subsequent Separation from Service in accordance with this Article, except as otherwise provided herein.

ARTICLE SEVEN

BENEFICIARY DESIGNATION

7.1 Designation of Beneficiary.  Each Participant shall have the right, at any time, to designate any individual or entity as his or her designated beneficiary.  A beneficiary designation shall be made, and may only be amended or revoked, by the Participant by filing a written designation with the Committee or its designee in accordance with procedures adopted by the Committee.  Any such beneficiary designation shall apply to all benefits under this Plan.

7.2 No Designated Beneficiary.  If a Participant fails to designate a beneficiary as provided above, or if all designated beneficiaries predecease the Participant, then the Participant’s beneficiary for purposes of the Plan shall be the Participant’s estate.

ARTICLE EIGHT

CLAIMS PROCEDURES

A claim for benefits under the Plan shall be handled as follows:

8.1 Filing a Claim.  Each individual who claims to be eligible for benefits under the Plan (a “Claimant”) may submit a written claim for benefits (a “Claim”) to the Committee where the individual believes a benefit to which such individual is eligible has not been provided under the Plan.  A Claim must be set forth in writing and must be submitted to the Committee.

8.2 Review of Claim.  The Committee shall evaluate each properly filed Claim and notify the Claimant of the approval or denial of the Claim within 30 days after the Committee receives the Claim.

8.3 Notice of Claim Denial.  If a Claim is denied in whole or in part, the Committee shall provide the Claimant with a written notice setting forth: (a) the specific reasons for the denial; (b) references to pertinent Plan provisions upon which the denial is based; and (c) a description of any additional material or information needed and an explanation of why such material or information is necessary.

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8.4 Procedures Control.  No Claimant or other individual may file any claim for benefits or request a review of a denial of any claim unless such person follows the provisions of this Article.  A Claimant or other individual shall not be entitled to bring any action in any court unless such person has submitted a Claim and has either (a) received notice that the Claim has been denied in whole or in part, or (b) has received neither payment of the benefits requested in the Claim, nor notice that the Claim has been denied within 30 days of the date the Claim was received by the Committee.

8.5 Compliance with Code Section 409A.  Any claim for benefits under the Plan must be made by the Claimant no later than the time prescribed by Treas. Reg. § 1.409A-3(g) (or any successor provision), to the extent applicable.  If a Claimant’s claim or appeal is approved, any resulting payment of benefits will be made no later than the time prescribed for payment of benefits by Treas. Reg. § 1.409A-3(g) (or any successor provision), to the extent applicable.

ARTICLE NINE

AMENDMENT OR TERMINATION

The Board or the Committee may (in its sole discretion) amend, modify or terminate the Plan at any time for any or no reason; provided, however, no amendment, modification or termination shall, without the consent of the Participant, adversely affect such Participant’s right to payment from the Participant’s Deferral Account as of the date of such amendment, modification or termination.  If the Plan is terminated, distributions to Participants and beneficiaries shall be made on the dates on which such distributions would be made under the Plan without regard to such termination, except that payments may be accelerated without the Participant’s consent to the extent permitted by Code section 409A.

ARTICLE TEN

MISCELLANEOUS

10.1 Unsecured Right.  Any right to receive a payment under the Plan shall be no greater than that of an unsecured general creditor of the Company.  No amount payable under the Plan may be assigned, transferred, encumbered or subject to any legal process for the payment of any claim against a Participant.  The Committee may, but need not, establish a grantor trust (commonly referred to as a “rabbi trust”) to hold assets of the Company that may, but need not, be used to pay benefits hereunder.  No assets shall be transferred to a trust if such transfer would result in the taxation of benefits prior to distribution under Code section 409A(b).

10.2 No Right to Continued Employment.   Participation in the Plan shall not give any employee any right to remain in the employ of the Company or any subsidiary or affiliate thereof.

10.3 Withholding.  The Company shall withhold or require a Participant to pay or provide for payment of all applicable income and other taxes with respect to amounts deferred or paid under the Plan.

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10.4 Statement of Accounts.  Statements shall be sent no less frequently than annually to each Participant (or to such Participant’s beneficiary or legal representative).

10.5 Governing Law, Jurisdiction, and Venue.  The Plan shall be construed, governed and enforced in accordance with the laws of the State of Texas, without reference to rules relating to conflicts of law, except to the extent preempted by federal law.  Any action arising out of or relating to the Plan, the Company, Participants, or any transaction under the Plan shall be brought in state or federal courts located in Tarrant County, Texas.

10.6 Application of Code Section 409A.  It is intended that the Plan and the Committee’s exercise of authority or discretion hereunder shall comply with the provisions of Code section 409A and the Treasury Regulations thereunder so as not to subject a Participant to the payment of interest and tax penalty which may be imposed under Code section 409A.  In furtherance of this interest, to the extent that any Treasury Regulations or other guidance issued under Code section 409A would result in a Participant being subject to payment of interest and tax penalty under Code section 409A, the Committee may amend the Plan, without the Participant’s consent, including with respect to the timing of payment of benefits, in order to comply with the requirements of Code section 409A; provided, however, that the Company makes no represen tation that benefits payable under this Plan shall be exempt from or comply with Code section 409A and makes no representation to preclude Code section 409A from applying to the benefits payable under the Plan.

10.7 Compliance with Other Laws.  The Committee may, from time to time, impose additional restrictions upon Participants as it deems necessary, advisable or appropriate in order to comply with applicable federal and state securities laws, or other federal laws.

12

EX-21

Exhibit 21

RADIOSHACK CORPORATION AND SUBSIDIARIES
List of Significant Subsidiaries

	State or Jurisdiction of
Subsidiaries	Incorporation
Tandy Finance Corporation	Delaware

EX-23

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-49369, 333-81405, 333-74894, 333-102141, 333-102142, 333-118122, 333-138453, 333-138454, 333-143219, 333-159284, and 333-159483) of RadioShack Corporation of our report dated February 22, 2011 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Fort Worth, Texas

February 22, 2011

EX-31.A

Exhibit 31 a

CERTIFICATIONS

I, Julian C. Day, certify that:

1.   I have reviewed this Annual Report on Form 10-K of RadioShack Corporation;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  February 22, 2011	By	/s/	Julian C. Day
			Julian C. Day
			Chief Executive Officer

EX-31.B

Exhibit 31 b

CERTIFICATIONS

I, James F. Gooch, certify that:

1.   I have reviewed this Annual Report on Form 10-K of RadioShack Corporation;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  February 22, 2011	By	/s/	James F. Gooch
			James F. Gooch
			President and Chief Financial Officer

EX-32

Exhibit 32

SECTION 1350 CERTIFICATIONS

In connection with the Annual Report on Form 10-K of RadioShack Corporation (the “Company”) for the period ending December 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Julian C. Day, Chief Executive Officer of the Company, and James F. Gooch, President and Chief Financial Officer of the Company, certify to our knowledge, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Julian C. Day

Julian C. Day

Chief Executive Officer

February 22, 2011

/s/ James F. Gooch

James F. Gooch

President and Chief Financial Officer

February 22, 2011

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.