SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 8, 2005
RADIOSHACK CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-5571 75-1047710
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
Mail Stop CF3-203, 300 RadioShack Circle, Fort Worth, Texas 76102
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (817) 415-3700
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
Item 1.01. Entry into a Material Definitive Agreement
On December 17, 2004, RadioShack Corporation ("RadioShack") announced the
retirement of Evelyn V. Follit, RadioShack's Senior Vice President - Chief
Organizational Enabling Services Officer and Chief Information Officer, to be
effective February 28, 2005. In connection with the retirement, on February 8,
2005, RadioShack and Ms. Follit entered into a Retirement Agreement (the
"Retirement Agreement"), effective February 28, 2005. A copy of the Retirement
Agreement is attached as Exhibit 10.1.
Pursuant to the Retirement Agreement, Ms. Follit will resign from RadioShack
effective February 28, 2005. RadioShack will pay Ms. Follit her accrued but
unused vacation days in a lump sum on that date. In addition, approximately
seven months after that date, RadioShack will commence making 120 successive
monthly payments of $3,789.38 each to Ms. Follit. If Ms. Follit dies before
RadioShack makes all of these payments to her, RadioShack will make the
remaining payments in the same manner and on the same terms and conditions as if
the remaining payments were made under RadioShack's Officers Deferred
Compensation Plan. The Retirement Agreement further provides that RadioShack
shall pay Ms. Follit specified compensation in connection with certain
consultation services that Ms. Follit may provide as requested by RadioShack
from time to time, as well as reimbursement for approved expenses in accordance
with RadioShack's travel policy. Through April 15, 2007, or such earlier date in
the event RadioShack determines to discontinue such program, Ms. Follit will be
entitled to continue receiving financial consulting benefits, if so desired,
under RadioShack's current program. Ms. Follit is also permitted under the
Retirement Agreement to retain certain RadioShack hardware and software, as well
as access for two years to her current RadioShack e-mail address. RadioShack has
also agreed to provide Ms. Follit with a Blackberry device and to pay for the
account as long as her RadioShack e-mail account is active. Ms. Follit will also
have full access to executive support for six months, and RadioShack will
provide her with any hardware necessary to transition Ms. Follit from
RadioShack's corporate network during this period.
Under the Retirement Agreement, Ms. Follit will also continue to participate in
the following plans in accordance with their terms: RadioShack Corporation
Officers' Deferred Compensation Plan, 2004 RadioShack Corporation Long Term
Incentive Plan, 2004 and 2005 RadioShack Corporation Bonus Programs for
Executive Officers, RadioShack Corporation Executive Deferred Compensation Plan
and Executive Deferred Stock Plan, the 1993, 1997, 1999 and 2001 Incentive Stock
Plans, RadioShack Investment Plan, RadioShack Corporation Supplemental Stock
Plan and RadioShack Corporation 401(k) Plan.
Item 9.01. Financial Statements and Exhibits.
Exhibit No.
10.1 Retirement Agreement, dated February 8, 2005, between
RadioShack Corporation and Evelyn V. Follit.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized this 9th day of February, 2005.
RADIOSHACK CORPORATION
/s/ Mark C. Hill
--------------------------------------
Mark C. Hill
Senior Vice President - Chief
Administrative Officer, Corporate
Secretary and General Counsel
EXHIBIT INDEX
Exhibit No.
10.1 Retirement Agreement, dated February 8, 2005, between
RadioShack Corporation and Evelyn V. Follit.
Exhibit 10.1
RETIREMENT AGREEMENT
This Retirement Agreement (the "Agreement") is made and entered into by
and between Evelyn Follit ("Executive") and RadioShack Corporation
("RadioShack").
RECITALS
WHEREAS, the parties have reached agreement relating to
Executive's resignation and retirement as an employee of RadioShack;
NOW, THEREFORE, in consideration of the payments set forth below, and
the mutual promises and actions contained herein, the parties agree as follows:
AGREEMENT
1. Employment with RadioShack; Resignation; Retirement.
(a) Effective February 28, 2005 (the "Effective Date"), Executive
will resign from her position as Senior Vice President-Chief Enabling
Services Officer and Chief Information Officer of RadioShack and
Executive will relinquish all officer and director positions, all
other titles, and all authorities with respect to RadioShack or any
affiliated entity and shall be deemed retired from RadioShack for all
purposes on the Effective Date. Further, upon the Effective Date,
Executive will return to RadioShack all company-issued RadioShack
property, including all Confidential Information described in Section 2
below; provided, however, Executive may retain possession of the
RadioShack property identified on Schedule 1(a) attached hereto.
(b) As consideration to Executive for this Agreement, RadioShack
agrees to pay to Executive:
(i) $13,377.60 representing ten accrued but unused vacation
days, payable in a lump sum on the Effective Date; and
(ii) beginning on the first day of the seventh month after
the month in which Executive separates from service (as
defined in Section 409A of the Internal Revenue Code of 1986,
as amended (the "Code"), and all regulations and other
guidance issued by the Internal Revenue Service thereunder)
with RadioShack, RadioShack shall make 120 monthly payments
of $3,789.38 each to Executive. If Executive dies before
RadioShack makes all such payments to her, RadioShack shall
make the remaining payments in the same manner and on the
same terms and conditions as if the remaining payments were
made under RadioShack's Officers Deferred Compensation Plan.
(c) Payment made under subsection (b) above shall be reduced
by any required state and federal withholdings and deductions and any
other permitted deductions as requested by Executive.
2. Confidentiality; Non-Disclosure.
(a) Executive acknowledges that RadioShack's continued operations
and success are dependent upon (x) certain processes, formulae,
specifications, designs, systems, sales procedures, and confidential
information which are valuable, special, and unique assets; and (y) its
continuing relationship with, and knowledge about, its customers,
vendors and strategic alliances or other business partners and the
goodwill such relationships create. Executive acknowledges that all of
the following information is confidential and a valuable, special, and
unique asset of RadioShack's business: (1) the names, addresses, and
telephone numbers of RadioShack's customers; (2) the amount, nature,
volume, and other information regarding any products or services sold
to any customer or required by any customer of RadioShack; (3) the
nature of the internal business operations and strategic plans of
RadioShack; (4) the methods, processes, formulae, specifications,
designs, systems, and know-how used, developed, or acquired by
RadioShack in its business; (5) RadioShack's prices or charges to
customers for its products and services or RadioShack's compensation
arrangements under any agreement to which it, or any affiliate, is a
party; and (6) information regarding RadioShack's employees, candidates
for employment, benefit plans, salaries, bonuses or other compensation
paid by RadioShack to its employees.
(b) Executive acknowledges that all of the information described
in subsection (a) above is "Confidential Information," which is the
sole and exclusive property of RadioShack. Executive acknowledges that
all Confidential Information was revealed to Executive in trust, based
solely upon the confidential employment relationship then existing
between RadioShack and Executive. Executive agrees: (1) that all
writings or other records concerning Confidential Information are the
sole and exclusive property of RadioShack; (2) that all manuals, forms,
and supplies furnished to or used by Executive and all data or
information placed thereon by Executive or any other person are
RadioShack's sole and exclusive property; (3) that, upon execution of
this Agreement, or upon request of RadioShack at any time, Executive
shall deliver to RadioShack all such writings, records, forms, manuals,
and supplies and all copies of such; (4) that Executive will not make
or retain any copies of such for her own or personal use, or take the
originals or copies of such from the offices of RadioShack; and (5)
that Executive 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.
(c) Executive acknowledges that the restrictions contained in
this Section (the "Restrictions"), in view of the nature of the
business in which RadioShack is engaged, are reasonable and necessary
in order to protect the legitimate interests of RadioShack, and that
any violation thereof would result in irreparable injury to RadioShack
and Executive therefore further acknowledges that, in the event that
Executive violates, or threatens to violate, any of such Restrictions,
RadioShack shall be entitled to obtain from any court of competent
jurisdiction, without the posting of any bond or other security,
preliminary and permanent injunctive relief as well as damages and an
equitable accounting of all earnings, profits, and other benefits
arising from such violation, which rights shall be cumulative and in
addition to any other rights or remedies in law or equity to which
RadioShack may be entitled. If any Restriction, or any part thereof, is
determined in any judicial or administrative proceeding to be invalid
or unenforceable, the remainder of the Restrictions shall not thereby
be affected and shall be given full effect, without regard to the
invalid provisions. If the period of time or scope of activity in the
Restrictions should be adjudged unreasonable in any judicial or
administrative proceeding, then the court or administrative body shall
have the power to reduce the period of time or the scope covered and,
in its reduced form, such provision shall then be enforceable and shall
be enforced.
(d) Executive and RadioShack agree that the terms of this
Agreement shall be confidential and that no party will now or at
anytime in the future disclose or cause to be disclosed the terms of
this Agreement except (a) to the Executive's spouse (b) to employees of
RadioShack to the limited extent necessary to perform the terms of this
Agreement and (c) as may be necessary (i) in filing tax returns or
other governmental submissions, (ii) in connection with enforcing the
terms and conditions of this Agreement in a court of law as provided
herein, (iii) in response to a valid subpoena or other lawful process,
(iv) in connection with seeking advice from professional advisors, or
(v) except as otherwise required by applicable law, regulations
(including regulations of the Securities and Exchange Commission) or
the New York Stock Exchange Listing Standards. In the event that a
party breaches this non-disclosure provision, the non-breaching party
will be entitled to injunctive relief to obtain specific performance of
this provision and will be entitled to recover its costs and reasonable
attorneys' fees.
3. Release by Executive; Release by RadioShack; Limited Exceptions.
(a) In consideration of the promises, covenants and other
valuable consideration provided by RadioShack in this Agreement,
Executive hereby unconditionally releases and discharges RadioShack and
its current and former employees, officers, agents, directors,
shareholders and affiliates their respective current and former
employees, officers, agents, directors, shareholders and affiliates
(collectively referred to as "Released Parties") from any and all
claims, causes of action, losses, obligations, liabilities, damages,
judgments, costs, expenses (including attorneys' fees) of any nature
whatsoever, known or unknown, contingent or non-contingent
(collectively, "Claims"), that Executive had or has as of the date of
this Agreement or that she had, has or may at any time in the future
have arising (i) out of Executive's hiring, employment, or retirement
with RadioShack and (ii) under federal or state law, including, but not
limited to, the Age Discrimination in Employment Act of 1967, 42 U.S.C.
ss.ss. 1981-1988, Title VII of the Civil Rights Act of 1964, the Equal
Pay Act, the Employee Retirement Income Security Act of 1974, COBRA,
the National Labor Relations Act, the Occupational Safety and Health
Act, the Fair Labor Standards Act, the Family and Medical Leave Act of
1993, the Workers Adjustment and Retraining Act, the Americans with
Disabilities Act of 1990, the Texas Labor Code, the Texas Commission on
Human Rights Act, the Texas Payday Act, Chapter 38 of the Texas Civil
Practices and Remedies Code, and any provision of the state or federal
Constitutions or Texas common law. This release includes but is not
limited to any claims Executive may have for salary, wages, severance
pay, vacation pay, sick pay, bonuses, benefits, pension, stock options,
overtime, and any other compensation or benefit of any nature. This
release also includes but is not limited to all common law claims
including but not limited to claims for wrongful discharge, breach of
express or implied contract, implied covenant of good faith and fair
dealing, intentional infliction of emotional distress, defamation,
conspiracy, invasion of privacy, and/or tortious interference with
current or prospective business relationships. Furthermore, Executive
relinquishes any right to re-employment with RadioShack or the Released
Parties. Executive also relinquishes any right to further payment or
benefits under any employment agreement, benefit plan or severance
arrangement maintained or previously or subsequently maintained by
RadioShack or any of the Released Parties or any of its respective
predecessors or successors, except that she does not release any rights
she has under Section 4 of this Agreement. Executive also does not
release her right to enforce the terms of this Agreement or her right
to indemnification and advancement of expenses under any agreement she
has entered into with RadioShack, under RadioShack's charter or by-laws
or under any insurance policy maintained by RadioShack that is
applicable to its directors and officers.
(b) In consideration of the covenants made by Executive herein,
and as a material inducement to Executive to enter into this Agreement,
RadioShack hereby releases, acquits and forever discharges Executive,
her successors, assigns, and legal representatives, from any and all
Claims as of the date of this Agreement, so long as she acted in good
faith and in the best interests of RadioShack and her conduct was not
unlawful or illegal.
4. Benefit Plans. Except as otherwise expressly required by this
Agreement, from and after the Effective Date, Executive shall continue to
participate in the following plans in accordance with their terms: RadioShack
Corporation Officers' Deferred Compensation Plan, 2004 RadioShack Corporation
Long Term Incentive Plan, 2004 and 2005 RadioShack Corporation Bonus Programs
for Executive Officers, RadioShack Corporation Executive Deferred Compensation
Plan and Executive Deferred Stock Plan, the 1993, 1997, 1999 and 2001 Incentive
Stock Plans, RadioShack Investment Plan, RadioShack Corporation Supplemental
Stock Plan and RadioShack Corporation 401(k) Plan.
5. Consulting - Cooperation. Executive agrees to cooperate and consult
with RadioShack, 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
RadioShack. As compensation for Executive's performance of her consulting
services, RadioShack shall pay Executive $1,337.76 per day (or $167.22 per hour
not to exceed $1337.76 per day). Also, to the extent Executive incurs travel or
other expenses with respect to such activities, RadioShack will reimburse her
for such reasonable expenses documented and approved in accordance with
RadioShack's travel policy.
6. No Admission. This Agreement shall not in any way be construed as an
admission by RadioShack of any act of discrimination or other unlawful act
whatsoever against Executive or any other person, and specifically disclaims any
liability to or discrimination against Executive or any other person on the part
of itself, its employees, or its agents.
7. Country Club Dues; AYCO.
(a) Upon the Effective Date, RadioShack will cease paying, or
providing reimbursement, for Executive's country club dues and related
expenses.
(b) Through April 15, 2007, or such earlier date in the event
RadioShack determines to discontinue such program, Executive shall be
entitled to continue receiving financial consulting benefits, if so
desired, under RadioShack's current program with AYCO.
8. Miscellaneous Provisions.
(a) Assignment. Executive represents that she has not transferred
or assigned, or purported to assign or transfer, to any person or
entity any claim involving RadioShack or any portion thereof or
interest therein. Any assignment in violation of the foregoing shall
be null and void. Furthermore, Executive shall not be permitted to
assign any right or obligation under this Agreement to any other party.
Subject to the foregoing, this Agreement shall extend to, be binding
upon, and inure to the benefit of the parties hereto and, as the case
may be, such party's heirs, legatees, representatives, successors, and
assigns.
(b) Severability. If any provision of this Agreement is or may be
held by a court of competent jurisdiction to be invalid, void, or
unenforceable to any extent, the validity of the remaining parts, terms
or provisions of this Agreement shall not be affected thereby, and such
illegal or invalid part, term, or provision shall be deemed not to be
part of this Agreement. The remaining provisions shall nevertheless
survive and continue in full force and effect without being invalidated
in any manner.
(c) TEXAS LAW. THIS AGREEMENT IS MADE WITHIN THE STATE OF TEXAS
AND SHALL IN ALL RESPECTS BE INTERPRETED AND GOVERNED UNDER THE LAWS OF
THE STATE OF TEXAS, AND SHALL IN ALL CASES BE CONSTRUED AS A WHOLE
(ACCORDING TO ITS FAIR MEANING, AND NOT STRICTLY FOR OR AGAINST EITHER
OF THE PARTIES). VENUE SHALL BE IN THE STATE OR FEDERAL COURTS LOCATED
IN TARRANT COUNTY, TEXAS.
(d) Counterparts. This Agreement may be executed in counterparts,
each of which shall be construed as an original for all purposes, but
all of which taken together shall constitute one and the same
Agreement.
(e) Further Acts. In addition to the actions and documents
recited in this Agreement as contemplated to be performed, executed
and/or delivered by the parties, the parties hereby agree to perform,
execute, and/or deliver or cause to be performed, executed and/or
delivered upon the date of execution of this Agreement, and thereafter,
any and all further acts, deeds, documents, and assurances as are
reasonably necessary to consummate the transactions contemplated by
this Agreement.
9. Code Section 409A Compliance. Notwithstanding any other provisions
of this Agreement to the contrary, the parties agree that they will in good
faith amend this Agreement in any manner reasonably necessary to comply with
Section 409A of the Internal Revenue Code, and the parties further agree that
any provision in this Agreement that shall violate the requirements of Section
409A shall be of no force and effect after such amendment.
10. SEPARATE COUNSEL. EXECUTIVE IS ADVISED BY RADIOSHACK THAT BEFORE
SHE SIGNS THIS AGREEMENT SHE SHOULD CONSULT WITH AN ATTORNEY.
11. 21 DAYS TO SIGN; 7-DAY REVOCATION PERIOD. EXECUTIVE UNDERSTANDS
THAT 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
EXECUTIVE'S RIGHTS TO TAKE 21 DAYS TO CONSIDER SIGNING THIS AGREEMENT, AND AFTER
HAVING SUFFICIENT TIME TO CONSIDER EXECUTIVE'S OPTIONS, EXECUTIVE HEREBY WAIVES
HER RIGHT TO TAKE THE FULL 21 DAY PERIOD. EXECUTIVE FURTHER UNDERSTANDS THAT 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 PERIOD HAS PASSED.
[Signature Page to Follow]
RADIOSHACK CORPORATION EXECUTIVE:
By: /s/ Leonard Roberts /s/ Evelyn Follit
--------------------------------- --------------------------------
Name: Leonard Roberts Evelyn Follit
Title: Chairman and CEO
EXECUTED this 8th day of February, 2005.
Schedule 1(a)
Executive may retain the following RadioShack property as her sole property:
1. Hardware. All hardware listed below shall become the property of
Executive upon the Effective Date:
Hardware Asset# Serial#
-------- ------ -------
Fort Worth Home
Compaq Evo D510 Mini-twr 39578 6X27KN8XT04V
Added to DT - 512mb memory
Compaq Evo D510 Mini-twr 39577 6X27KN8ZT021
Added to DT - 512mb memory
External USB 160mb Hard Drive 42424 A0318137
17" Flat Panel Monitor 43828 A1K040851226
Planar 15" monitor 46254 23U232800021
HP Color LJ 2550L 42612 CNGFH16828
Linksys Ethernet Cable DSL Router
Connecticut & Florida Homes
Sony Vaio Notebook 31357 283251313000074
Sony Vaio External Floppy Disk Drive 33184 PCGA-UFD5
Sony Vaio Notebook 39005 283261303200290
128mb Memory stick
2. Software. All software installed on the equipment listed above shall
become the property of Executive upon the Effective Date. All updates
and maintenance for the installed software will be maintained by
RadioShack for a period of six months after the Effective Date.
3. E-Mail. RadioShack will keep the address of Evelyn.Follit@radioshack.com
as an active e-mail account and will forward all mail to her personal
account. The following restrictions will apply:
a. Executive shall be removed from all e-mail distribution lists and
groups and shall not have access to any business information.
b. The RadioShack e-mail address will be kept active for a minimum
of two years from the Effective Date. Executive can request the
account to be disabled at any time prior to the two years.
4. RadioShack will procure and provide Executive a Blackberry device to
access her e-mail. RadioShack will pay the monthly fee as long as the
RadioShack e-mail account is active.
5. Executive Support. Executive will have full access to the same level of
Executive Support (Jimmy Hernandez and Anne Jones) for a period of six
months from the Effective Date. RadioShack will provide any hardware
necessary to transition Executive off of the corporate network during
the six month transition period.
6. Corporate Access. Effective 48 hours after the Effective Date, all
access to the RadioShack corporate network will be terminated except
for the e-mail account described above.